<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HEALTHEON/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)
ENVOY STOCK PLAN
EMPLOYMENT AGREEMENT BETWEEN JEFFREY T. ARNOLD AND WEBMD, INC.
(Full title of the plans)
------------------------
W. MICHAEL LONG
CHAIRMAN OF THE BOARD
HEALTHEON/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)
------------------------
Copies to:
JACK D. DENNISON, ESQ. H. BRYAN IVES III
VICE PRESIDENT AND GENERAL COUNSEL ALSTON & BIRD LLP
HEALTHEON/WEBMD CORPORATION 1211 EAST MOREHEAD STREET
400 THE LENOX BUILDING P. O. DRAWER 34009
3399 PEACHTREE ROAD NE CHARLOTTE, NC 28234-4009
ATLANTA, GA 30326 (704) 331-6000
(404) 495-7600
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value 8,000,000 $4.2325 (1) $33,860,000 $8,940
====================================================================================================================================
Common Stock, $0.0001 par value 2,486,741 $6.04 (2) $15,019,916 $3,966
====================================================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $4.2325 per share covering outstanding options under the Envoy
Stock Plan to purchase 8,000,000 shares.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $6.04 per share covering outstanding options granted to Jeffrey T.
Arnold under his Employment Agreement, dated as of September 30, 1998, with
WebMD, Inc. (assumed by Healtheon/WebMD Corporation in its merger with
WebMD in November 1999).
================================================================================
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed by
Healtheon/WebMD Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's Form 10-Q for the quarterly period ended
March 31, 2000 as filed on May 15, 2000 pursuant to Section 13 of the Exchange
Act.
(c) The description of 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 Exchange Act, including any amendment or report
filed for the purpose of updating such description.
(d) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
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 Delaware General Corporation Law;
and indemnification agreements entered into between the Company and its officers
and directors which, among other things, and subject to certain conditions,
authorize the Company to indemnify, or indemnify by their terms, as the case may
be,
II-1
<PAGE> 4
the directors and officers of the Company 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 Company has obtained directors and officers insurance providing
indemnification for certain of the Company's directors, officers, affiliates,
partners or employees for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
4.1(a) Tenth Amended and Restated Certificate of Incorporation of the
Registrant, including Certificate of Designations of the Series A
Payment-in-Kind Preferred Stock of the Registrant
4.2(b) Amended and Restated Bylaws
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, independent auditors
24.1 Power of Attorney (see signature page)
99.1 Envoy Stock Plan
99.2(c) Employment Agreement, dated as of September 30, 1998, between
Jeffrey T. Arnold and WebMD, Inc.
</TABLE>
-------------------
(a) Incorporated by reference to the Registrant's Report on Form 8-K filed
February 8, 2000.
(b) Incorporated by reference to the Registrant's Report on Form 8-K filed
November 29, 1999.
(c) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
II-2
<PAGE> 5
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 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.
II-3
<PAGE> 6
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 28th day of
July, 2000.
HEALTHEON/WEBMD CORPORATION
By: /s/ John L. Westermann III
--------------------------------------
John L. Westermann III
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey T. Arnold
------------------------------------------- Chief Executive Officer July 28, 2000
Jeffrey T. Arnold and Director
(Principal Executive Officer)
</TABLE>
II-4
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ John L. Westermann III
------------------------------------------- Executive Vice President, Chief July 28, 2000
John L. Westermann III Financial Officer, Treasurer and
Secretary (Principal Financial
Officer and Principal
Accounting Officer)
/s/ James H. Clark
------------------------------------------- Director July 28, 2000
James H. Clark
/s/ L. John Doerr
------------------------------------------- Director July 28, 2000
L. John Doerr
/s/ U. Bertram Ellis, Jr.
------------------------------------------- Director July 28, 2000
U. Bertram Ellis, Jr.
/s/ Eric J. Gleacher
------------------------------------------- Director July 28, 2000
Eric J. Gleacher
/s/ W. Michael Long
------------------------------------------- Director July 28, 2000
W. Michael Long
/s/ William P. Payne
------------------------------------------- Director July 28, 2000
William P. Payne
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C> <C>
------------------------------------------- Director
Charles G. V. Stevens
/s/ Dennis B. Gillings
------------------------------------------- Director July 28, 2000
Dennis B. Gillings
</TABLE>
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
---------- -------
<S> <C>
4.1(a) Tenth Amended and Restated Certificate of Incorporation of the
Registrant, including Certificate of Designations of the Series A
Payment-in-Kind Preferred Stock of the Registrant
4.2(b) Amended and Restated Bylaws
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, independent auditors
24.1 Power of Attorney (see signature page)
99.1 Envoy Stock Plan
99.2(c) Employment Agreement, dated as of September 30, 1998, between
Jeffrey T. Arnold and WebMD, Inc.
</TABLE>
-------------------
(a) Incorporated by reference to the Registrant's Report on Form 8-K filed
February 8, 2000.
(b) Incorporated by reference to the Registrant's Report on Form 8-K filed
November 29, 1999.
(c) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
