<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)
1991 Director Stock Option Plan of Medical Manager Corporation
Amended and Restated 1991 Special Non-Qualified Stock Option Plan
of Medical Manager Corporation
1996 Class C Stock Option Plan of Medical Manager Corporation
1997 Class D Stock Option Plan of Medical Manager Corporation
Stock Option Agreement, dated as of January 7, 1998, between
Medical Manager Corporation and David C. Amburgey
Stock Option Agreement, dated as of January 7, 1998, between
Medical Manager Corporation and Robert W. Seifert
Stock Option Agreement, dated as of October 9, 1998, between
Medical Manager Corporation and Richard Cohan
1998 Porex Technologies Corp. Stock Option Plan of Medical Manager Corporation
1998 Class E Stock Option Plan of Medical Manager Corporation
Stock Option Agreement, dated as of March 15, 1999, between
Medical Manager Corporation and James R. Love
Medical Manager Corporation's 1996 Amended and
Restated Long-Term Incentive Plan
Form Stock Option Agreement between Medical Manager Corporation and
each of John H. Kang and Michael A. Singer
The 1999 Medical Manager Corporation Stock Option Plan for Employees
of Medical Manager Systems, Inc.
CareInsite, Inc. 1999 Officer Stock Option Plan
CareInsite, Inc. 1999 Employee Stock Option Plan
CareInsite, Inc. 1999 Director Stock Option Plan
IVI Publishing, Inc. Director Option Plan
Amended and Restated 1997 Stock Option Plan of OnHealth Network Company
<PAGE> 2
1998-1999 New Hire Option Plan of OnHealth Network Company
1999-2000 New Hire Option Plan of OnHealth Network Company
1997-1998 New Hire Option Plan of OnHealth Network Company
Interactive Ventures, Inc. 1991 Stock Option Plan
Series B Preferred Stock Purchase Warrant issued July 11, 1997
to W. Michael Long
WebMD Corporation 2000 Long-Term Incentive Plan
WebMD Corporation Amended and Restated 1998 Employee Stock Purchase Plan
Medical Manager Corporation 401(k) Profit Sharing 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)
----------------------------
Copies to:
JACK D. DENNISON, ESQ. H. BRYAN IVES III
EXECUTIVE VICE PRESIDENT, CO-GENERAL COUNSEL ALSTON & BIRD LLP
AND SECRETARY 1211 EAST MOREHEAD STREET
CHARLES A. MELE,ESQ. P. O. DRAWER 34009
EXECUTIVE VICE PRESIDENT AND CO-GENERAL CHARLOTTE, NC 28234-4009
COUNSEL (704) 331-6000
WEBMD CORPORATION
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GA 30326
(404) 495-7600
----------------------------
<PAGE> 3
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(1) SHARE(2) PRICE REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $3.0001 par value 74,559,937 $17.11(1) $1,275,873,478.07 $336,830.60
=============================================================================================================
</TABLE>
(1) Includes an aggregate of 1,850,000 shares of the Registrant's Common Stock,
par value $0.0001 per share (the "Common Stock") under the 1991 Director
Stock Option Plan of Medical Manager Corporation, 16,526,675 shares of
Common Stock under the Amended and Restated 1991 Special Non-Qualified
Stock Option Plan of Medical Manager Corporation, 5,084,675 shares of
Common Stock under the 1996 Class C Stock Option Plan of Medical Manager
Corporation, 2,579,910 shares of Common Stock under the 1997 Class D Stock
Option Plan of Medical Manager Corporation, 662,500 shares of Common Stock
under the Stock Option Agreements, dated as of January 7, 1998, between
Medical Manager Corporation and each of David C. Amburgey and Robert W.
Seifert, and the Stock Option Agreement, dated as of October 9, 1998,
between Medical Manager Corporation and Richard Cohan, 4,679,000 shares of
Common Stock under the 1998 Porex Technologies Corp. Stock Option Plan of
Medical Manager Corporation, 1,275,000 shares of Common Stock under the
1998 Class E Stock Option Plan of Medical Manager Corporation, 687,500
shares of Common Stock under the Stock Option Agreement, dated as of March
15, 1999, between Medical Manager Corporation and James R. Love, 1,907,813
shares of Common Stock under the Medical Manager Corporation's 1996 Amended
and Restated Long-Term Incentive Plan, 3,250,000 shares of Common Stock
under the Stock Option Agreements between Medical Manager Corporation and
each of John H. Kang and Michael A. Singer, 10,779,178 shares of Common
Stock under The 1999 Medical Manager Corporation Stock Option Plan for
Employees of Medical Manager Systems, Inc. 5,200,000 shares of Common Stock
under the CareInsite, Inc. 1999 Officer Stock Option Plan, 5,850,000 shares
of Common Stock under the CareInsite, Inc. 1999 Employee Stock Option Plan,
91,000 shares of Common Stock under the CareInsite, Inc. 1999 Director
Stock Option Plan, 4,736 shares of Common Stock under the IVI Publishing,
Inc. Director Option Plan, 686,499 shares of Common Stock under the Amended
and Restated 1997 Stock Option Plan of OnHealth Network Company, 258,333
shares of Common Stock under the 1998-1999 New Hire Option Plan of OnHealth
Network Company, 184,541 shares of Common Stock under the 1999-2000 New
Hire Option Plan of OnHealth Network Company, 161,662 shares of Common
Stock under the 1997-1998 New Hire Option Plan of OnHealth Network Company,
28,415 shares of Common Stock under the Interactive Ventures, Inc. 1991
Stock Option Plan, 750,000 shares of Common Stock under warrants granted to
W. Michael Long pursuant to the Series B Preferred Stock Purchase Warrant
issued July 11, 1997 to W. Michael Long, 10,000,000 shares of Common Stock
under the WebMD Corporation 2000 Long-Term Incentive Plan, 2,000,000 shares
of Common Stock under the WebMD Corporation Amended and Restated 1998
Employee Stock Purchase Plan, as amended, and 62,500 shares of Common Stock
under the Medical Manager Corporation 401(k) Profit Sharing Plan (none of
the shares under this plan will be newly issued shares).
(2) Computed in accordance with Rules 457(c) and 457(h) under the 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 $12.43 with respect
to options outstanding under the under the 1991 Director Stock Option Plan
of Medical Manager Corporation, $12.52 with respect to options outstanding
under the Amended and Restated 1991 Special Non-Qualified Stock Option Plan
of Medical Manager Corporation, $16.98 with respect to options outstanding
under the 1996 Class C Stock Option Plan of Medical Manager Corporation,
$17.87 with respect to options outstanding under the 1997 Class D Stock
Option Plan of Medical Manager Corporation, $13.85 with respect to options
outstanding under the Stock Option Agreements, dated as of January 7, 1998,
between Medical Manager Corporation and each of David C. Amburgey and
Robert W. Seifert, and the Stock Option Agreement, dated as of October 9,
1998, between Medical Manager Corporation and Richard Cohan, $18.92 with
respect to options outstanding under the 1998 Porex Technologies Corp.
Stock Option Plan of Medical Manager Corporation, $13.50 with respect to
options outstanding under the 1998 Class E Stock Option Plan of Medical
Manager Corporation, $17.20 with respect to options outstanding under the
Stock Option Agreement, dated as of March 15, 1999, between Medical Manager
Corporation and James R. Love, $8.73 with respect to options outstanding
under the Medical Manager Corporation's 1996 Amended and Restated Long-Term
Incentive Plan, $28.55 with respect to options outstanding under the Stock
Option Agreements between Medical Manager Corporation and each of John H.
Kang and Michael A. Singer, $20.83 with respect to options outstanding
under The 1999 Medical Manager Corporation Stock Option Plan for Employees
of Medical Manager Systems, Inc, $21.93 with respect to options outstanding
under the CareInsite, Inc. 1999 Officer Stock Option Plan, $23.75 with
respect to options outstanding under the CareInsite, Inc. 1999 Employee
Stock Option Plan, $25.49 with respect to options outstanding under the
CareInsite, Inc. 1999 Director Stock Option Plan, $10.56 with respect to
options outstanding under the IVI Publishing, Inc. Director Option Plan,
$36.74 with respect to options outstanding under the Amended and Restated
1997 Stock Option Plan of OnHealth Network Company, $42.97 with respect to
options outstanding under the 1998-1999 New Hire Option Plan of OnHealth
Network Company, $15.20 with respect to options outstanding under the
1999-2000 New Hire Option Plan of OnHealth Network Company, with respect to
options outstanding $16.68 under the 1997-1998 New Hire Option Plan of
OnHealth Network Company, $12.19 with respect to options outstanding under
the Interactive Ventures, Inc. 1991 Stock Option Plan, $2.00 with respect
to options outstanding under warrants granted to W. Michael Long pursuant
to the Series B Preferred Stock Purchase Warrant issued July 11, 1997 to W.
Michael Long, $12.75 with respect to options outstanding under the WebMD
Corporation 2000 Long-Term Incentive Plan, $12.75 with respect to
options outstanding under the WebMD Corporation Amended and Restated 1998
Employee Stock Purchase Plan, as amended, and $12.75 with respect to the
Medical Manager Corporation 401(k) Profit Sharing Plan.
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<PAGE> 4
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 this 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 99.29
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
<PAGE> 5
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.
In lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5) of Regulation S-K, the undersigned Registrant
hereby undertakes that it will submit or has submitted the Medical Manager
Corporation 401(k) Profit Sharing Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
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
<PAGE> 6
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.
<PAGE> 7
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
-----------------------------------------
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ JEFFREY T. ARNOLD
-------------------------- Co-Chief Executive Officer September 29, 2000
Jeffrey T. Arnold and Director
(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, Chief September 29, 2000
Anthony Vuolo Financial Officer and 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
/s/ ERIC J. GLEACHER
-------------------------- Director September 29, 2000
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
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
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 1991 Director Stock Option Plan of Medical Manager
Corporation. Incorporated by reference to Exhibit 4.2 to
Medical Manager Corporation's Registration Statement on
Form S-8 (No. 333-46640).
99.2 Amended and Restated 1991 Special Non-Qualified Stock
Option Plan of Medical Manager Corporation. Incorporated by
reference to Exhibit 4.3 to Medical Manager Corporation's
Registration Statement on Form S-8 (No. 333-36041).
99.3 1996 Class C Stock Option Plan of Medical Manager
Corporation. Incorporated by reference to Exhibit 4.1 to
Medical Manager Corporation's Registration Statement on
Form S-8 (No. 333-36041).
99.4 1997 Class D Stock Option Plan of Medical Manager
Corporation. Incorporated by reference to Exhibit 4.2 to
Medical Manager Corporation's Registration Statement on
Form S-8 (No. 333-36041).
99.5 Stock Option Agreement, dated as of January 7, 1998, between
Medical Manager Corporation and David C. Amburgey.
Incorporated by reference to Exhibit 4.4 to Medical Manager
Corporation's Registration Statement of Form S-8 (No. 333-
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
72517).
99.6 Stock Option Agreement, dated as of January 7, 1998, between
Medical Manager Corporation and Robert W. Seifert.
Incorporated by reference to Exhibit 4.5 to Medical Manager
Corporation's Registration Statement of Form S-8 (No. 333-
72517).
99.7 Stock Option Agreement, dated as of October 9, 1998, between
Medical Manager Corporation and Richard Cohan.
Incorporated by reference to Exhibit 4.6 to Medical Manager
Corporation's Registration Statement of Form S-8 (No. 333-
72517).
99.8 1998 Porex Technologies Corp. Stock Option Plan of Medical
Manager Corporation. Incorporated by reference to Exhibit 4.2
to Medical Manager Corporation's Registration Statement of
Form S-8 (No. 333-72517).
99.9 1998 Class E Stock Option Plan of Medical Manager
Corporation. Incorporated by reference to Exhibit 4.1 to
Medical Manager Corporation's Registration Statement of
Form S-8 (No. 333-72517).
99.10 Stock Option Agreement, dated as of March 15, 1999, between
Medical Manager Corporation and James R. Love.
Incorporated by reference to Exhibit 10.35 to the Registration
Statement on Form S-1 of CareInsite, Inc. (Commission File
No. 0-26345), filed March 26, 1999, and amended April 23,
1999, May 6, 1999, May 17, 1999, May 26, 1999, June 3, 1999
and June 11, 1999 (No. 333-75071).
99.11 Medical Manager Corporation's 1996 Amended and Restated
Long-Term Incentive Plan. Incorporated by reference to
Exhibit 10.1 to Medical Manager Corporation's (Commission
File Number 0-29090) Quarterly Report dated November 13,
1998.
99.12 Form Stock Option Agreement between the Corporation and
each of John H. Kang and Michael A. Singer. Incorporated by
reference to Exhibit 99.5 to Medical Manager Corporation's
Amendment No. 1 the Registration Statement on Form S-4 filed
June 18, 1999.
99.13 The 1999 Medical Manager Corporation Stock Option Plan for
Employees of Medical Manager Systems, Inc. Incorporated by
reference to Exhibit 10.28 to the Medical Manager
Corporation's Annual Report on Form 10-K filed September
</TABLE>
<PAGE> 10
<TABLE>
<S> <C>
28, 1999.
99.14 CareInsite, Inc. 1999 Officer Stock Option Plan. Incorporated
by reference to Exhibit 10.18 to CareInsite, Inc.'s Registration
Statement on Form S-1 filed on March 26,1999, and amended
April 23, 1999, May 6, 1999, May 17, 1999, May 26, 1999,
June 3, 1999, June 11, 1999 and June 14, 1999 (File No.
333-75071).
99.15 CareInsite, Inc. 1999 Employee Stock Option Plan.
Incorporated by reference to Exhibit 10.17 to CareInsite, Inc.'s
Registration Statement on Form S-1 filed on March 26, 1999,
and amended April 23, 1999, May 6, 1999, May 17, 1999, May 26, 1999,
June 3, 1999, June 11, 1999 and June 14, 1999 (File No.
333-75071).
99.16 CareInsite, Inc. 1999 Director Stock Option Plan. Incorporated
by reference to Annex H to WebMD's Registration Statement
on Form S-4 (No. 333-39592).
99.17 IVI Publishing, Inc. Director Option Plan. Incorporated by
reference to Exhibit 4.2 to OnHealth's Registration Statement
on Form S-8 (No. 33-76498).
99.18 Amended and Restated 1997 Stock Option Plan of OnHealth
Network Company. Incorporated by reference to OnHealth's
Registration Statement on Form S-8 (No. 333-70147).
99.19 Form Non-Qualified Stock Option Agreement for options issued under the 1998-1999
Stock Option Plan of OnHealth Network Company prior to August 5, 1999.
99.20 Form Non-Qualified Stock Option Agreement for options issued under the 1998-1999
Stock Option Plan of OnHealth Network Company subsequent to August 5, 1999.
99.21 Form Non-Qualified Stock Option Agreement for options issued under the 1999-2000
Stock Option Plan of OnHealth Network Company prior to February 15, 2000.
99.22 Form Non-Qualified Stock Option Agreement for options issued under the 1999-2000
Stock Option Plan of OnHealth Network Company subsequent to February 15, 2000.
99.23 Form Non-Qualified Stock Option Agreement for options issued under the 1997-1998
New Hire Option Plan of OnHealth Network Company.
99.24 Interactive Ventures, Inc. 1991 Stock Option Plan. Incorporated by reference to
Exhibit 4.1 to OnHealth's Registration Statement on Form S-8 (No. 333-76498).
99.25 Series B Preferred Stock Purchase Warrant, dated as of July 11, 1997, between the
Corporation and W. Michael Long, together with amendment thereto.
99.26 WebMD Corporation 2000 Long-Term Incentive Plan. Incorporated by reference to
Exhibit 10.1 to WebMD's Registration Statement on Form S-4 (No. 333-39592).
</TABLE>
<PAGE> 11
<TABLE>
<S> <C>
99.27 WebMD Corporation Amended and Restated 1998 Employee
Stock Purchase Plan.
99.28 Amendment to the Company Stock Option Plans of
Medical Manager Corporation and CareInsite.
99.29 Risk factors
</TABLE>
