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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NO. 333-39592
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
WEBMD CORPORATION
(Exact name of registrant as specified in its charter)
----------------------------
DELAWARE 94-32366444
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GA 30326
(404) 495-7600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Amended and Restated 1989 Class A Non-Qualified Stock Option Plan of
Medical Manager Corporation
Amended and Restated 1989 Class B Non-Qualified Stock Option Plan of Medical
Manager Corporation
Stock Option Agreement, dated as of July 24, 1991, between Medical Manager
Corporation and Roger C. Holstein
Stock Option Agreement, dated May 1, 1992, between Medical Manager
Corporation and Carl Kanter
Form of Stock Option Agreement, made as of December 7, 1994, between Medical
Manager Corporation and certain individuals
1995 Avicenna NQ Stock Option Plan, as amended
Stock Option Agreement, made as of June 23, 1997, between Medical Manager
Corporation and Roger C. Holstein
Medical Manager Corporation's 1996 Amended and Restated Non-Employee Director's
Stock Plan
(Full title of the plans)
----------------------------
W. MICHAEL LONG
CHAIRMAN OF THE BOARD
WEBMD CORPORATION
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GA 30326
(404) 495-7600
(Name, address, including zip code, and telephone number including area code,
of agent for service)
----------------------------
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Copies to:
JACK D. DENNISON, ESQ. H. BRYAN IVES III
EXECUTIVE VICE PRESIDENT, ALSTON & BIRD LLP
CO-GENERAL COUNSEL 1211 EAST MOREHEAD STREET
AND SECRETARY P. O. DRAWER 34009
CHARLES A. MELE, ESQ. CHARLOTTE, NC 28234-4009
EXECUTIVE VICE PRESIDENT AND (704) 331-6000
CO-GENERAL COUNSEL
WEBMD CORPORATION
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GA 30326
(404) 495-7600
-----------------------------
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form
S-8 filed by Corporation (formerly known as Healtheon/WebMD Corporation, the
"Registrant") relates to 14,504,713 shares of the Registrant's common stock, par
value $0.0001 (the "Shares"). All of the Shares are issuable pursuant to options
that were assumed by the Registrant pursuant to the Agreement and Plan of Merger
dated as of February 13, 2000 by and between Medical Manager Corporation and the
Registrant, as amended by Amendment No. 1 dated as of June 18, 2000. All of the
Shares registered hereby were previously registered on the Registrant's
Registration Statement on Form S-4 (File No. 333-39592) (the "Form S-4") and are
being transferred to this Registration Statement on Form S-8 by way of this
Post-Effective Amendment No. 1 to the Form S-4.
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value 14,504,713 $14.60 $211,830,130.80 $55,932.16(3)
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(1) Includes an aggregate of 3,940,000 shares of the Registrant's Common Stock,
par value $0.0001 per share (the "Common Stock"), under the Amended and
Restated 1989 Class A Non-Qualified Stock Option Plan of Medical Manager
Corporation, 7,637,500 shares of Common Stock under the Amended and
Restated 1989 Class B Non-Qualified Stock Option Plan of Medical Manager
Corporation, 20,000 shares of Common Stock under the Stock Option
Agreement, dated as of July 24, 1991, between Medical Manager Corporation
and Roger C. Holstein, 112,500 shares of Common Stock under the Stock
Option Agreement, dated May 1, 1992, between Medical Manager Corporation
and Carl Kanter, 2,025,000 shares of Common Stock under the Stock Option
Agreements, made as of December 7, 1994, between Medical Manager
Corporation and certain individuals, 21,275 shares of Common Stock under
the 1995 Avicenna NQ Stock Option Plan, as amended, 625,000 shares of
Common Stock under the Stock Option Agreement, made as of June 23, 1997,
between Medical Manager Corporation and Roger C. Holstein, 123,438 shares
of Common Stock under Medical Manager Corporation's 1996 Amended and
Restated Non-Employee Director's Stock Plan.
(2) Computed in accordance with Rules 457(c) and 457(h) under Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee. Such computation is based on the weighted average per share exercise
price (rounded to the nearest cent) of $15.82 with respect to options
outstanding under the Amended and Restated 1989 Class A Non-Qualified Stock
Option Plan of Medical Manager Corporation, $17.08 with respect to options
outstanding under the Amended and Restated 1989 Class B Non-Qualified Stock
Option Plan of Medical Manager Corporation, $5.20 with respect to options
outstanding under the Stock Option Agreement dated as of July 24, 1991
between Medical Manager Corporation and Richard C. Holstein, $6.05 with
respect to options outstanding under the Stock Option Agreement dated May
1, 1992 between Medical Manager Corporation and Carl Kanter, $4.00 with
respect to options outstanding under the Stock Option Agreements made as of
December 7, 1994 between Medical Manager Corporation and certain
individuals, $0.50 with respect to options outstanding under the 1995
Avicenna NQ Stock Option Plan, as amended, $13.95 with respect to options
outstanding under the Stock Option Agreement made as of June 23, 1997
between Medical Manager Corporation and Roger C. Holstein, and $11.64 with
respect to options outstanding under Medical Manager Corporation's 1996
Amended and Restated Non-Employee Director's Stock Plan.
(3) The filing fee of $55,932.16 was previously paid by the Registrant in
connection with the filing on August 1, 2000 of Amendment No. 1 to its
Registration Statement on Form S-4 (Registration No. 333-39592).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that WebMD Corporation (the "Registrant")
or Medical Manager Corporation ("Medical Manager") or CareInsite, Inc.
("CareInsite"), companies that have been acquired by the Registrant, have
filed with the Securities and Exchange Commission (the "SEC") are
incorporated by reference into Registration Statement.
- the Registrant's annual report on Form 10-K and Form 10-K/A
for the fiscal year ended December 31, 1999
- the Registrant's quarterly reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000
- the Registrant's current reports on Form 8-K or Form 8-K/A
filed January 27, 2000, January 28, 2000, February 8, 2000,
February 10, 2000, February 14, 2000, February 16, 2000,
February 22, 2000, February 24, 2000, March 23, 2000, May 2,
2000, June 1, 2000, June 5, 2000, June 19, 2000, July 24,
2000, July 27, 2000, August 9, 2000, August 16, 2000,
August 18, 2000, September 13, 2000 and September 28, 2000
- the description of the Registrant's common stock contained in
the Registrant's registration statement on Form 8-A filed on
February 8, 1999 pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
any amendment or report filed for the purpose of updating
this description
- the unaudited pro forma condensed combined financial
information contained on pages 115 through 129 of the
prospectus filed pursuant to Rule 424(b) on August 7, 2000 by
the Registrant
- Medical Manager's annual report on Form 10-K for the fiscal
year ended June 30, 1999, as amended by Form 10-K/A filed on
October 28, 1999
- Medical Manager's quarterly reports on Form 10-Q for the
quarters ended September 30, 1999, December 31, 1999 and
March 31, 2000
- Medical Manager's current reports on Form 8-K or Form 8-K/A
filed July 29, 1998, June 4, 1999, July 21, 1999, July 27
1999, August 10, 1999, August 24, 1999, September 20, 1999,
December 8, 1999, January 25, 2000, January 31, 2000 (two
reports), February 14, 2000 (three reports), February 17,
2000, March 23, 2000, March 29, 2000, April 19, 2000, June 19,
2000 (two reports), June 29, 2000, August 18, 2000, and
August 31, 2000
- CareInsite's annual report on Form 10-K for the fiscal year
ended June 30, 1999, as amended by Form 10-K/A filed on
October 28, 1999
- CareInsite's quarterly reports on Form 10-Q for the quarters
ended September 30, 1999, December 31, 1999 and March 31,
2000
- CareInsite's current reports on Form 8-K or Form 8-K/A filed
August 24, 1999, February 4, 2000, February 14, 2000 (two
reports), February 17, 2000, March 23, 2000, March 29, 2000
April 10, 2000, April 28, 2000, June 19, 2000, June 29, 2000,
and August 18, 2000.
In addition, attached to this Registration Statement as Exhibit 99.10
and incorporated by reference herein are specific factors that should be
considered before making an investment decision to purchase shares of the
Registrant's common stock.
Each document filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act and
prior to the termination of this offering shall be deemed to be incorporated by
reference into this Registration Statement and shall be part hereof from the
date of filing of such document.
Any statement incorporated herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes a
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Article V of the Tenth Amended and Restated
Certificate of Incorporation of the Registrant filed as Exhibit 4.1 incorporated
by reference; Article VI of the Bylaws of the Registrant filed as Exhibit 4.2
incorporated by reference; Section 145 of the
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Delaware General Corporation Law; and indemnification agreements entered into
between the Corporation and its officers and directors which, among other
things, and subject to certain conditions, authorize the Corporation to
indemnify, or indemnify by their terms, as the case may be, the directors and
officers of the Corporation against certain liabilities and expenses incurred by
such persons in connection with claims made by reason of their being such a
director or officer.
The Corporation has obtained directors and officers insurance providing
indemnification for certain of the Corporation's directors, officers,
affiliates, partners or employees for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(i) To file, during any period which offers or sales are
being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration
statement or any material change to such information
in the registration statement.
(ii) That, for the purpose of determining any liability
under the Securities Act, each post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(iii) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities
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offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to law, the
Registrant's Amended and Restated Certificate of
Incorporation, Bylaws or indemnification agreements, or
otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act
and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 29th day of
September, 2000.
WEBMD CORPORATION
By: /s/ ANTHONY VUOLO
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Anthony Vuolo
Executive Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally John L. Westermann
III and Jack D. Dennison, and each one of them, as true and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of the, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/S/ JEFFREY T. ARNOLD Co-Chief Executive Officer September 29, 2000
-------------------------------- and Director
Jeffrey T. Arnold (Principal Executive Officer)
/S/ MARTIN J. WYGOD
-------------------------------- Co-Chief Executive Officer September 29, 2000
Martin J. Wygod and Director
(Principal Executive Officer)
/s/ ANTHONY VUOLO Executive Vice President, September 29, 2000
-------------------------------- Chief Financial Officer and
Anthony Vuolo Treasurer (Principal Financial
Officer and Principal
Accounting Officer)
-------------------------------- Director September __, 2000
Mark J. Adler
/s/ JAMES H. CLARK Director September 29, 2000
--------------------------------
James H. Clark
Director September __, 2000
--------------------------------
L. John Doerr
/s/ DENNIS B. GILLINGS Director September 29, 2000
--------------------------------
Dennis B. Gillings
Director September 29, 2000
/s/ ERIC J. GLEACHER
--------------------------------
Eric J. Gleacher
/s/ W. MICHAEL LONG Director September 29, 2000
--------------------------------
W. Michael Long
-------------------------------- Director September __, 2000
James V. Manning
-------------------------------- Director September __, 2000
Marvin P. Rich
-------------------------------- Director September __, 2000
Michael A. Singer
-------------------------------- Director September __, 2000
Joseph E. Smith
/s/ CHARLES G. V. STEVENS Director September 29, 2000
--------------------------------
Charles G. V. Stevens
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INDEX TO EXHIBITS
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Exhibit No. Exhibit
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4.1 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. Incorporated by reference to the
Registrant's Report on Form 8-K filed September 13,
2000.
4.2 Amended and Restated Bylaws. Incorporated by
reference to the Registrant's Report on Form 8-K
filed September 13, 2000.
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Alston & Bird LLP (contained in Exhibit
5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Arthur Andersen LLP
23.6 Consent of Ernst & Young LLP
23.7 Consent of Arthur Andersen LLP
23.8 Consent of Arthur Andersen LLP
23.9 Consent of KPMG LLP
23.10 Consent of Linkenheimer LLP
23.11 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page)
99.1 Amended and Restated 1989 Class A Non-Qualified Stock
Option Plan of Medical Manager Corporation.
Incorporated by reference to Exhibit 10.1 to Medical
Manager Corporation's Registration Statement on Form
S-1 (No. 333-28654).
99.2 Amended and Restated 1989 Class B Non-Qualified Stock
Option Plan of Medical Manager Corporation.
Incorporated by reference to Exhibit 10.2 to Medical
Manager Corporation's Registration Statement on Form
S-1 (No. 333-28654).
99.3 Stock Option Agreement, dated as of July 24, 1991,
between Medical Manager Corporation and Roger C.
Holstein. Incorporated by reference to Exhibit 4.3 to
Medical Manager Corporation's Registration Statement
on Form S-8 (No. 33-46640).
99.4 Stock Option Agreement dated May 1, 1992, between
Medical Manager Corporation and Carl Kanter.
Incorporated by reference to Exhibit 4.4 to Medical
Manager Corporation's Registration Statement on Form
S-8 (No. 333-21555).
99.5 Form of Stock Option Agreement, made as of
December 7, 1994, between Medical Manager Corporation
and certain individuals. Incorporated by reference to
Exhibit 4.5 to
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Medical Manager Corporation's Registration Statement
on Form S-8 (No. 333-21555).
99.6 1995 Avicenna NQ Stock Option Plan, as amended.
Incorporated by reference to Exhibits 4.1 and 4.2 to
Medical Manager Corporation's Registration Statement
on Form S-8 (No. 333-19043).
99.7 Stock Option Agreement made as of June 23, 1997
attached as Exhibit A-1 to the Employment Agreement,
dated as of November 6, 1997, between Medical Manager
Corporation and Roger C. Holstein. Incorporated by
reference to Exhibit 10.13 to Medical Manager
Corporation's Annual Report on Form 10-K filed
September 28, 1998.
99.8 Medical Manager Corporation's 1996 Amended and
Restated Non-Employee Director's Stock Plan.
Incorporated by reference to Exhibit 10.2 to Medical
Manager Corporation's (Commission File Number
0-29090) Form 10-K for the fiscal year ended December
31, 1998.
99.9 Amendment to the Company Stock Option Plans of
Medical Manager Corporation and CareInsite.
99.10 Risk factors
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