SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Healtheon/WebMD Corporation
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
422209106
(CUSIP Number)
Charles Mele, Esq. David C. Amburgey
Medical Manager Corporation CareInsite, Inc.
669 River Drive 669 River Drive
Elmwood Park, New Jersey 07407-1361 Elmwood Park, New Jersey 07407-1361
Telephone: (201) 703-3400 Telephone: (201) 703-3400
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
June 18, 2000
(Date of Event which requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 422209106
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Medical Manager Corporation
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2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions) OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
|_|
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6 Citizenship or Place of Organization Delaware
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NUMBER OF 7 Sole Voting Power
SHARES 0
BENEFICIALLY ----------------------------------------------
OWNED BY 8 Shared Voting Power
EACH 98,298,289 shares
REPORTING ----------------------------------------------
PERSON 9 Sole Dispositive Power
WITH 0
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
98,298,289 shares
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
45.2%
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14 Type of Reporting Person (See Instructions)
CO
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<PAGE>
3
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CareInsite, Inc.
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2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
|_|
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6 Citizenship or Place of Organization Delaware
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NUMBER OF 7 Sole Voting Power
SHARES 0
BENEFICIALLY ----------------------------------------------
OWNED BY 8 Shared Voting Power
EACH 98,298,289 shares
REPORTING ----------------------------------------------
PERSON 9 Sole Dispositive Power
WITH 0
----------------------------------------------
10 Shared Dispositive Power
0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
98,298,289 shares
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
45.2%
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14 Type of Reporting Person (See Instructions)
CO
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<PAGE>
4
This Amendment No. 1 (the "Amendment") amends and supplements the
Schedule 13D filed on March 17, 2000 (as amended and supplemented, the "Schedule
13D/A") of Medical Manager Corporation, a Delaware corporation ("Medical
Manager") and CareInsite, Inc., a Delaware corporation ("CareInsite"), with
respect to the common stock, par value $0.0001 per share (the "Common Stock"),
of Healtheon/WebMD Corporation, a Delaware corporation (the "Issuer"), with its
principal executive offices located at 400 The Lenox Building, 3399 Peachtree
Road, Atlanta, Georgia 30326. All capitalized terms used in this Amendment that
are not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in full to read as follows:
On February 13, 2000, the Issuer and Medical Manager entered into an
Agreement and Plan of Merger (the "MMC Merger Agreement"), providing for the
acquisition of Medical Manager by the Issuer through the merger of Medical
Manager with and into the Issuer, with the Issuer as the surviving corporation
(the "MMC Merger"). Also on February 13, 2000, the Issuer, Avicenna Systems
Corporation, a Massachusetts corporation ("ASC"), and CareInsite entered into an
Agreement and Plan of Merger (the "CareInsite Merger Agreement"; together with
the MMC Merger Agreement, the "Merger Agreements"), providing for the
acquisition of CareInsite by the Issuer through the merger of CareInsite with
and into ASC, with ASC as the surviving corporation (the "CareInsite Merger").
ASC is a wholly owned subsidiary of Medical Manager. The Merger Agreements are
included as Exhibits E and F to this Schedule 13D/A and are incorporated herein
by reference.
On June 18, 2000, the Issuer and Medical Manager entered into an
amendment to the MMC Merger Agreement ("Amendment No. 1 to the MMC Merger
Agreement"), amending the terms of the MMC Merger. Also on June 18, 2000, the
Issuer, ASC and CareInsite entered into an amendment to the CareInsite Merger
Agreement ("Amendment No. 1 to the CareInsite Merger Agreement"; and, together
with Amendment No. 1 to the MMC Merger Agreement, the "Merger Agreement
Amendments") amending the terms of the CareInsite Merger. The Merger Agreement
Amendments are included herein as Exhibits G and H to this Schedule 13D/A and
are incorporated herein by reference.
This Statement relates to (a) the Voting Agreement (including the
Addendum to the Voting Agreement) dated as of February 13, 2000, executed by
certain stockholders of Issuer, entered into in connection with the MMC Merger
Agreement and the CareInsite Merger Agreement, by the stockholders of the Issuer
to and for the benefit of Medical Manager and CareInsite (the "Voting
Agreement"), (b) the affirmation letters, dated as of June 18, 2000, from each
stockholder of the Issuer party to the Voting Agreement, entered into in
connection with the execution of the Merger Agreement Amendments (the
"Affirmation Letters") and (c) the Voting Agreement, dated as of June 18, 2000
by a certain stockholder of the Issuer to and for the benefit of Medical Manager
and CareInsite (the "Quintiles Voting Agreement"). A copy of the Affirmation
Letters is filed herewith as Exhibit I to this Schedule 13D/A and is
incorporated herein by reference. A copy of the Voting Agreement is filed
herewith as Exhibit B to this Schedule 13D/A and is incorporated herein by
reference. A copy of the Quintiles Voting Agreement is filed herewith as Exhibit
J to this Schedule 13D/A and is incorporated herein by reference. Pursuant to
the Voting Agreement, the Quintiles Voting Agreement and the Affirmation
Letters, the stockholders of the Issuer party thereto have agreed to vote their
shares of Common Stock, and have granted to Medical Manager and CareInsite an
irrevocable proxy to vote such shares, (x) in favor of adopting the MMC Merger
Agreement, as amended, approving the MMC Merger, issuing additional shares of
Common Stock in the MMC Merger and pursuant to the CareInsite Merger Agreement,
as amended, and approving the other transactions contemplated by the Merger
Agreements, as amended, (y) against any action or agreement that would result in
a breach of any covenant, representation or warranty or any other obligation or
agreement of Issuer under the Merger Agreements, as amended, or which would
result in any of the conditions to the Merger Agreements, as amended, not being
fulfilled, and (z) in favor of any other matter necessary to the consummation of
the transactions contemplated by the Merger Agreements, as amended, and
considered and voted upon by the stockholders of the Issuer. The Reporting
Persons acquired the right to direct the voting of the shares of Common Stock to
ensure that, generally, unless the Merger Agreements, as amended, have been
terminated in accordance with their terms, such shares are generally voted in
favor of the transactions contemplated by the Merger Agreements, as amended, and
not in favor of any other competing transactions.
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Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in full to read as follows:
As a result of the Voting Agreement, the Quintiles Voting Agreement and
the Affirmation Letters the Reporting Persons may be deemed to each be the
beneficial owner of 98,298,289 shares of Common Stock for purposes of Rule
13d-1(a) promulgated under the Securities Exchange Act of 1934, as amended,
which represents approximately 45.2% of the shares of Common Stock outstanding
(based on the number of shares of Common Stock outstanding on June 19, 2000).
The stockholders of the Issuer party to the Voting Agreement, the
Quintiles Voting Agreement and the Affirmation Letters retain the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock of the Issuer.
Except as described herein, to the knowledge of the Reporting Persons,
neither the Reporting Persons nor any other person referred to in Exhibit A
hereto beneficially owns or has acquired or disposed of any shares of Common
Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understanding of Relationships with Respect to
Securities of the Issuer
Item 6 is hereby amended and restated in full to read as follows:
The responses to Item 4 and Item 5 are incorporated by reference.
On February 13, 2000, the Issuer, Medical Manager Health Systems, a
wholly-owned subsidiary of Medical Manager ("MMHS"), and CareInsite entered into
a business agreement (the "Health Systems Agreement") which requires, as soon as
practicable after the consummation of Healtheon/WebMD's previously announced
acquisition (the "Envoy Transaction") of Envoy Corporation ("Envoy"), but in any
event no later than five business days after such consummation, the parties to
extend the term of the Envoy Services Networked Partner Agreement between MMHS
and Envoy, dated as of August 29, 1997, and amended June 29, 1998 (the "Envoy
Agreement").
In addition, as soon as practicable after the consummation of the Envoy
Transaction, but in any event no later than five days after such consummation,
the Issuer agreed to cause Envoy to enter into an interchange agreement (the
"Interchange Agreement") with CareInsite. The Interchange Agreement was executed
on February 23, 2000. An addendum to the Envoy Agreement was executed by the
parties thereto on March 24, 2000, effecting most of the provisions of the
Health Systems Agreement (the "Addendum"). The Health Systems Agreement was
amended by the parties thereto as of June 18, 2000 (the "Health Systems
Amendment"). Under the terms of the Health Systems Agreement, as amended, the
Issuer is required to pay $50,000,000 to each of MMHS and CareInsite, payable in
$12,500,000 installments on each of November 30, 2000, February 28, 2001, May
31, 2001 and August 31, 2001. At the election of the Issuer, such payments may
be in cash or in Common Stock. The Health Systems Agreement, as amended, also
provides that the Addendum will be amended and restated. A copy of the Health
Systems Agreement, including a form of the Interchange Agreement which is
attached as Annex A thereto, is filed herewith as Exhibit C to this Schedule
13D/A and is incorporated herein by reference. A copy of the Health Systems
Amendment is filed herewith as Exhibit K to this Schedule 13D/A and is
incorporated herein by reference.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any Securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
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6
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and restated in full to read as follows:
Exhibit A - Directors and Officers of the Reporting Persons.*
Exhibit B - Voting Agreement, together with the Addendum to the
Voting Agreement, dated as of February 13, 2000, entered
into by various stockholders of Healtheon/WebMD
Corporation in favor of Medical Manager and CareInsite,
dated as of February 13, 2000.
Exhibit C - Agreement among Healtheon/WebMD, CareInsite and
Medical Manager Health Systems, dated February 13,
2000.*
Exhibit D - Joint Filing Agreement between the Reporting
Persons pursuant to Rule 13d-1(k)(l)(iii).*
Exhibit E - Agreement and Plan of Merger between
Healtheon/WebMD Corporation and Medical Manager
Corporation, dated February 13, 2000.**
Exhibit F - Agreement and Plan of Merger among Healtheon/WebMD
Corporation, Avicenna Systems Corporation and CareInsite,
Inc., dated February 13, 2000.***
Exhibit G - Amendment No. 1, dated June 18, 2000, to the Agreement and
Plan of Merger between Healtheon/WebMD Corporation and
Medical Manager Corporation, dated as of February 13,
2000.****
Exhibit H - Amendment No. 1, dated June 18, 2000 to the Agreement and
Plan of Merger among Healtheon/WebMD Corporation,
Avicenna Systems and CareInsite, Inc., dated as of
February 13, 2000.*****
Exhibit I - Affirmation Letters, affirming the Voting Agreement, dated
June 18, 2000.
Exhibit J - Voting Agreement, dated as of June 18, 2000, by Quintiles
Transnational Corp. to and for the benefit of Medical
Manager and CareInsite.
Exhibit K - Letter Amendment dated as of June 18, 2000 among
Healtheon/WebMD, Medical Manager Health Systems and
CareInsite.
* Previously filed.
** Incorporated by reference to Exhibit 2.1 of Medical Manager's Form
8-K/A filed with the Commission on February 17, 2000.
*** Incorporated by reference to Exhibit 2.2 of Medical Manager's Form
8-K/A filed with the Commission on February 17, 2000.
**** Incorporated by reference to Exhibit 2.1 of Medical Manager's Form 8-K
filed with the Commission on June 29, 2000.
***** Incorporated by reference to Exhibit 2.2 of Medical Manager's Form 8-K
filed with the Commission on June 29, 2000.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 31, 2000
MEDICAL MANAGER CORPORATION
By: /S/ ANTHONY VUOLO
-----------------------------------
Name: Anthony Vuolo
Title: Senior Vice President, Business
Development
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 31, 2000
CAREINSITE, INC.
By: /S/ DAVID C. AMBURGEY
--------------------------------------
Name: David C. Amburgey
Title: Senior Vice President and General
Counsel
<PAGE>
EXHIBIT INDEX
Exhibit A - Directors and Officers of the Reporting Persons.*
Exhibit B - Voting Agreement, together with the Addendum to the
Voting Agreement, dated as of February 13, 2000, entered
into by various stockholders of Healtheon/WebMD
Corporation in favor of Medical Manager and CareInsite,
dated as of February 13, 2000.
Exhibit C - Agreement among Healtheon/WebMD, CareInsite and
Medical Manager Health Systems, dated February 13,
2000.*
Exhibit D - Joint Filing Agreement between the Reporting
Persons pursuant to Rule 13d-1(k)(l)(iii).*
Exhibit E - Agreement and Plan of Merger between
Healtheon/WebMD Corporation and Medical Manager
Corporation, dated February 13, 2000.**
Exhibit F - Agreement and Plan of Merger among Healtheon/WebMD
Corporation, Avicenna Systems Corporation and CareInsite,
Inc., dated February 13, 2000.***
Exhibit G - Amendment No. 1, dated June 18, 2000, to the Agreement and
Plan of Merger between Healtheon/WebMD Corporation and
Medical Manager Corporation, dated as of February 13,
2000.****
Exhibit H - Amendment No. 1, dated June 18, 2000 to the Agreement and
Plan of Merger among Healtheon/WebMD Corporation,
Avicenna Systems and CareInsite, Inc., dated as of
February 13, 2000.*****
Exhibit I - Affirmation Letters, affirming the Voting Agreement, dated
June 18, 2000.
Exhibit J - Voting Agreement, dated as of June 18, 2000, by Quintiles
Transnational Corp. to and for the benefit of Medical
Manager and CareInsite.
Exhibit K - Letter Amendment dated as of June 18, 2000 among
Healtheon/WebMD, Medical Manager Health Systems and
CareInsite.
* Previously filed.
** Incorporated by reference to Exhibit 2.1 of Medical Manager's Form
8-K/A filed with the Commission on February 17, 2000.
*** Incorporated by reference to Exhibit 2.2 of Medical Manager's Form
8-K/A filed with the Commission on February 17, 2000.
**** Incorporated by reference to Exhibit 2.1 of Medical Manager's Form 8-K
filed with the Commission on June 29, 2000.
***** Incorporated by reference to Exhibit 2.2 of Medical Manager's Form 8-K
filed with the Commission on June 29, 2000.
<PAGE>
Exhibit B
VOTING AGREEMENT
By
STOCKHOLDERS OF
HEALTHEON/WEBMD CORPORATION
MEDICAL MANAGER CORPORATION
and
CAREINSITE, INC.
Dated as of February 13, 2000
<PAGE>
VOTING AGREEMENT
VOTING AGREEMENT, dated as of February 13, 2000 (this "Agreement"), by
the parties identified on Schedule A hereto (each, a "Stockholder" and
collectively, the "Stockholders") to and for the benefit of Medical Manager
Corporation, a Delaware corporation (the "Company"), and CareInsite, Inc., a
Delaware corporation ("CareInsite").
WHEREAS, as of the date hereof, each Stockholder owns of record and
beneficially, is the beneficial owner, or has the power to vote or direct the
voting of the number of shares of common stock (the "Parent Common Stock"), par
value $0.0001 per share, of Healtheon/WebMD Corporation, a Delaware corporation
("Parent"), set forth opposite such Stockholder's name on Schedule A hereto
(such shares, together with any shares of Parent Common Stock acquired by the
Stockholders prior to the termination of this Agreement, being referred to
herein as the "Shares");
WHEREAS, concurrently with the execution of this Agreement, Parent and
the Company are entering into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement"; capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the Merger
Agreement), pursuant to which, upon the terms and subject to the conditions
thereof, the Company will be merged with and into Parent (the "Merger"); and
WHEREAS, concurrently with the execution of this Agreement, Parent,
Avicenna Systems Corporation ("Avicenna") and CareInsite are entering into an
Agreement and Plan of Merger, dated the date hereof (the "CareInsite Merger
Agreement"); and
WHEREAS, as a condition to the willingness of Parent and the Company to
enter into the Merger Agreement, and Parent and CareInsite to enter into the
CareInsite Merger Agreement, the Company and CareInsite have requested the
Stockholders to agree, and, in order to induce the Company to enter into the
Merger Agreement and CareInsite to enter into the CareInsite Merger Agreement,
the Stockholders are willing to agree, to vote in favor of adopting the Merger
Agreement, approving the Merger and issuing additional shares of Parent Common
Stock in the Merger and pursuant to the CareInsite Merger Agreement (the "Parent
Proposals"), upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:
Section 1. Voting of Shares. Until the termination of this Agreement in
accordance with the terms hereof, each Stockholder hereby agrees that, at the
Parent Stockholders' Meeting or any other meeting of the stockholders of Parent,
however called, and in any action by written consent of the stockholders of
Parent, such Stockholder will vote all of its
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respective Shares (a) in favor of the Parent Proposals and the other
transactions contemplated by the Merger Agreement and by the CareInsite Merger
Agreement, (b) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
Parent under the Merger Agreement, the CareInsite Merger Agreement or which
would result in any of the conditions to the Merger Agreement or the CareInsite
Merger Agreement not being fulfilled, and (c) in favor of any other matter
necessary to the consummation of the transactions contemplated by the Merger
Agreement or the CareInsite Merger Agreement and considered and voted upon by
the stockholders of the Parent. Each Stockholder acknowledges receipt and review
of a copy of the Merger Agreement.
Section 2. Proxy. Each Stockholder, by this Agreement, does hereby
constitute and appoint the Company and CareInsite or either one of them, or any
nominee of either of them, with full power of substitution, as the Stockholder's
irrevocable proxy and attorney-in-fact to vote its Shares as indicated in
Section 1. Each Stockholder intends this proxy to be irrevocable and coupled
with an interest and will take such further action and execute such other
instruments as may be necessary to effectuate the intent of this proxy and
hereby revokes any proxy previously granted by him with respect to its Shares.
Section 3. Transfer of Shares. Each Stockholder represents and warrants
that it has no present intention of taking action to, prior to the termination
of this Agreement in accordance with the terms hereof, and shall not, directly
or indirectly, (a) sell, assign, transfer (including by operation of Law),
pledge, encumber or otherwise dispose of any of its Shares, (b) deposit any of
its Shares into a voting trust or enter into a voting agreement or arrangement
with respect to its Shares or grant any proxy or power of attorney with respect
thereto which is inconsistent with this Agreement, or (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, assignment, transfer (including by operation of Law) or other
disposition of any Shares, except in each case with the prior written consent of
the Company and CareInsite, which shall not be unreasonably withheld or delayed
if the percentage of outstanding voting common stock (on both an actual
outstanding and fully diluted, fully converted basis) entitled to vote on the
Parent Proposals covered by voting agreements substantially similar to this
Agreement is not reduced as a result of such sale, assignment, transfer or other
disposition.
Section 4. Representations and Warranties of Stockholder. Each
Stockholder hereby represents and warrants to the Company and CareInsite,
severally and not jointly, with respect to itself and its ownership of its
Shares as follows:
(a) Such Stockholder has all legal capacity to execute
and deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) Such Stockholder is the record or beneficial owner
of its Shares and such Shares are owned free and clear of any liens,
claims, charges, encumbrances or voting
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3
agreements and commitments of every kind, other than this Agreement.
Other than with respect to rights to purchase Parent Common Stock
granted under Parent's stock option plans, agreements and arrangements
or pursuant to warrants outstanding on the date hereof, such
Stockholder does not own or hold any rights to acquire any additional
Parent Common Stock or other securities of Parent or any interest
therein or any voting rights with respect to any additional Parent
Common Stock or any other securities of Parent.
(c) This Agreement has been duly executed and delivered
by such Stockholder.
(d) This Agreement constitutes the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms except as such enforceability may be limited
by bankruptcy, insolvency or other similar requirements of Law
affecting the enforcement of creditor's rights generally and by general
principles of equity.
Section 5. Termination. This Agreement shall terminate upon the
earliest to occur of (i) the Effective Time (as defined in the Merger Agreement)
or (ii) the termination of the Merger Agreement in accordance with the terms
thereof; provided that the provisions of Sections 6 through 14 (inclusive) of
this Agreement shall survive any termination of this Agreement; and provided
further that no such termination shall relieve any party of liability for a
willful breach hereof prior to termination.
Section 6. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 7. Notices. (a) All notices and other communications given or
made pursuant to this Agreement shall be in writing and shall be sent by an
overnight courier service that provides proof of receipt, mailed by registered
or certified mail (postage prepaid, return receipt requested) or telecopied to
the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
if to the Company:
Medical Manager Corporation
669 River Drive
Elmwood Park, New Jersey 07407-1361
Telephone: (201) 703-3400
Facsimile: (201) 703-3401
Attention: General Counsel
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with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
Facsimile: (212) 848-7179
Attention: Creighton O'M. Condon, Esq.
if to CareInsite:
CareInsite, Inc.
669 River Drive
Elmwood Park, New Jersey 07407-1361
Telephone: (201) 703-3400
Facsimile: (201) 703-3401
Attention: General Counsel
with a copy to:
Davis, Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 450-4800
Attention: John Bick, Esq.
if to the Stockholders:
At the address set forth opposite such Stockholder's
name on Schedule A
with a copy to:
Nelson Mullins Riley & Scarborough, L.L.P.
Bank of America Corporate Center
Suite 2600
100 N. Tryon Street
Charlotte, North Carolina 28202
Telephone: (704) 417-3200
Facsimile: (704) 377-4814
Attention: H. Bryan Ives III
C. Mark Kelly
<PAGE>
5
(b) Notices of changes of address shall be effective only upon receipt.
Section 8. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
Section 9. Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.
Section 10. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of Law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement
be consummated as originally contemplated to the fullest extent possible.
Section 11. Assignment; Binding Effect; Benefit. (a) Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of Law or otherwise)
without the prior written consent of the other parties.
(b) This Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors and permitted
assigns, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
Section 12. Governing Law; Forum. (a) This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts executed in and to be performed in that state.
(b) Each of the parties hereto irrevocably agrees that all legal
actions or proceedings with respect to this Agreement shall be brought and
determined in the courts of the State of Delaware or in the United States
District Court for the State of Delaware, and each of the parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the jurisdiction
of the aforesaid courts. Each of the parties hereto hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (i) any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason other than the failure to serve process in accordance with
applicable Law,
<PAGE>
6
(ii) that it or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts and (iii) to the
fullest extent permitted by applicable Law, that (A) the suit, action or
proceeding in any such court is brought in an inconvenient forum, (B) the venue
of such suit, action or proceeding is improper and (C) this Agreement, or the
subject matter hereof, may not be enforced in or by such courts.
Section 13. Counterparts. This Agreement may be executed and delivered
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
<PAGE>
Section 14. WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND
CAREINSITE AND EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE
COMPANY, CAREINSITE AND THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT THEREOF.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
-----------------------------
Agreed and Acknowledged:
MEDICAL MANAGER
CORPORATION
/S/ KIRK LAYMAN
-------------------------------------------
By: Kirk Layman
Its: Senior Vice President - Finance and
Chief Accounting Officer
CAREINSITE, INC.
/S/ JAMES R. LOVE
-------------------------------------------
By: James R. Love
Its: Executive Vice President and
Chief Financial Officer
<PAGE>
SCHEDULE A
STOCKHOLDERS
<TABLE>
<CAPTION>
Number of Shares of
Parent Common Stock
Owned of
Name of Stockholder Address Record and Beneficially
------------------- ------- -----------------------
<S> <C> <C>
Jeff Arnold 3399 Peachtree Rd. NE 6,503,458
400 The Lenox Building
Atlanta, GA 303
Microsoft Corporation One Microsoft Way 11,933,342
By: Charles G.V. Stevens Redmond, WA 98052
J.H. Clark 12,189,262
Kleiner Perkins 2750 Sand Hill Road 8,224,459
Caufield & Byers Menlo Park, CA 94025
By: L. John Doerr
News America Incorporated 1211 Avenue of the Americas 2,000,000
New York, NY 10036
AHN/FIT Cable, LLC 1440 S. Sepulveda Blvd. 3,892,945 (1)
Los Angeles, CA 90025
AHN/FIT Internet, LLC 1440 S. Sepulveda Blvd. 162,263 (2)
Los Angeles, CA 90025
Fox Broadcasting Company 10201 West Pico Blvd. 9,844,269 (3)
Los Angeles, CA 90035
Eastrise Profits Limited c/o Satellite Television Asian 7,383,168 (4)
Region Ltd.
One Harbourfront, 8th Floor
18 Tak Fung Street
Hunghom, Kowloon
Hong Kong
W. Michael Long
The News Corporation Limited 2,000,000
</TABLE>
---------------------
(1) AHN/FIT Cable, LLC owns 28,526 shares of convertible preferred stock of
Parent which it is entitled to vote on an "as converted" basis from the
date of issuance. Since each share of such preferred stock initially
carries approximately 136.5 votes, AHN/FIT Cable, LLC votes as
beneficial owner of 3,892,945 shares of Common Stock.
(2) AHN/FIT Internet, LLC owns 1,189 shares of convertible preferred stock
of Parent which it is entitled to vote on an "as converted" basis from
the date of issuance. Since each share of such preferred stock
initially carries approximately 136.5 votes, AHN/FIT Internet, LLC
votes as beneficial owner of 162,263 shares of Common Stock.
(3) Fox Broadcasting Company owns 72,135 shares of convertible preferred
stock of Parent which it is entitled to vote on an "as converted" basis
from the date of issuance. Since each share of such preferred stock
initially carries approximately 136.5 votes, Fox Broadcasting Company
votes as beneficial owner of 9,844,269 shares of Common Stock.
(4) Eastrise Profits Limited owns 54,101 shares of convertible preferred
stock of Parent which it is entitled to vote on an "as converted" basis
from the date of issuance. Since each share of such preferred stock
initially carries approximately 136.5 votes. Eastrise Profits Limited
votes as beneficial owner of 7,383,168 shares of Common Stock.
7
<PAGE>
ADDENDUM TO VOTING AGREEMENT
WRITTEN CONSENT TO TRANSFER SHARES
ADDENDUM TO VOTING AGREEMENT (the "Addendum"), dated as of February 13,
2000, made by and among Healtheon/WebMD Corporation, a Delaware corporation
("Healtheon/WebMD") and CareInsite, Inc., a Delaware corporation ("CareInsite"),
and The News Corporation Limited, a South Australia, Australia corporation
("News Corp"), News America Incorporated, a Delaware Corporation ("NAI"), Fox
Broadcasting Company, a Delaware corporation ("FBC"), Eastrise Profits Limited,
an international business company incorporated under the laws of the British
Virgin Islands ("Eastrise"), AHN/FIT Cable, LLC, a Delaware limited liability
company ("AHN/FIT Cable") and AHN/FIT Cable, LLC, a Delaware limited liability
company ("AHN/FIT Internet", and collectively with News Corp, NAI, FBC, Eastrise
and AHN/FIT Cable, the "News Corp Parties").
WHEREAS, concurrently with the execution of this Addendum,
Healtheon/WebMD, CareInsite, and the News Corp Parties are entering into a
Voting Agreement which restricts the News Corp Parties' ability to transfer its
shares of common stock, par value $.0001 per share of Healtheon/WebMD (the
"Common Stock"), and Common Stock equivalent in the form of convertible
preferred stock, without the prior consent of Healtheon/WebMD and CareInsite;
and
WHEREAS, the News Corp Parties, specifically NAI, which hold 2,000,000
shares of Common Stock, may desire to transfer some or all of the Common Stock
and therefore seeks the consent of Healtheon/WebMD and CareInsite;
NOW, THEREFORE, the parties agree as follows:
1. Healtheon/WebMD and CareInsite hereby consent to the transfer of
some or all of the 2,000,000 shares of Common Stock held by NAI to
AHN Partners L.P., or to any of the general or limited partners
thereof (the "AHN Partners") or to any of the Affiliates or Family
Members (as defined below) of the AHN Partners.
For the purposes of this Addendum: (a) "Affiliates" means a person
that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
the person specified; and (b) "Family Members" means (i) parents,
siblings, spouses, children (whether natural or adopted) and
spouses of such children (each a "Related Person"), (ii) any trust
for the benefit of one or more Related Person, and (iii) the
estate of an AHN Partner or a Related Person.
2. Except as expressly provided herein, the Voting Agreement shall
remain in full force and effect.
[SIGNATURE PAGES FOLLOW]
<PAGE>
HEALTHEON/WEBMD CORPORATION
/s/ Jack D. Dennison
---------------------------------------------
By: Jack D. Dennison
Title: Executive Vice President & General
Counsel
CAREINSITE, INC.
/s/ David C. Amburgey
---------------------------------------------
By: David C. Amburgey
Title: Senior Vice President & General
Counsel
THE NEWS CORPORATION LIMITED
/s/ Arthur Siskind
---------------------------------------------
By: Arthur Siskind
Title: Director
NEWS AMERICA INCORPORATED
/s/ Lawrence Jacobs
---------------------------------------------
By: Lawrence Jacobs
Title: Senior Vice President and Deputy
General Counsel
FOX BROADCASTING COMPANY
/s/ Paul Haggerty
---------------------------------------------
By: Paul Haggerty
Title: EVP/Asst. Treasurer
<PAGE>
EASTRISE PROFITS LIMITED
/s/ Lawrence Jacobs
---------------------------------------------
By: Lawrence Jacobs
Title: Director
AHN/FIT CABLE, LLC
/s/ Lawrence Jacobs
---------------------------------------------
By: Lawrence Jacobs
Title: Managing Member
AHN/FIT INTERNET, LLC
/s/ Lawrence Jacobs
---------------------------------------------
By: Lawrence Jacobs
Title: Managing Member
<PAGE>
Exhibit I
June 18, 2000
Medical Manager Corporation
669 River Drive
Elmwood Park, New Jersey 07407-1361
Attention: General Counsel
CareInsite, Inc.
669 River Drive
Elmwood Park, New Jersey 07407-1361
Attention: General Counsel
Ladies and Gentlemen:
Reference is made to (i) the Agreement and Plan of Merger,
dated as of February 13, 2000, between Healtheon/WebMD Corporation ("Parent")
and Medical Manager Corporation (the "Company") and to Amendment No. 1 to the
Agreement and Plan of Merger, dated as of June 18, 2000, between the Company and
Parent (together, the "Amended MMGR Merger Agreement" and (ii) the Agreement and
Plan of Merger, dated as of February 13, 2000, among Parent, Avicenna Systems
Corporation ("Avicenna") and CareInsite, Inc. ("CareInsite") and to Amendment
No. 1 to the Agreement and Plan of Merger, dated as of June 18, 2000, among
Parent, Avicenna and CareInsite (together, the "Amended CareInsite Merger
Agreement"). Reference is also made to the Voting Agreement, dated as of
February 13, 2000 (as so modified the "Voting Agreement", by the stockholders of
the Parent therein to and for the benefit of the Company and CareInsite.
The undersigned, as a party to the Voting Agreement, hereby
acknowledges to the Company and to the CareInsite that its obligations under the
Voting Agreement, including, without limitation, those obligations under
Sections 1, 2 and 3 of the Voting Agreement, shall continue in full force and
effect and shall apply to each of the Amended CareInsite Merger Agreement and
the Amended MMGR Merger Agreement.
Sincerely,
/s/ W. Michael Long
------------------------------------
W. Michael Long
` Microsoft Corporation
/s/ Charles G.V. Stevens
------------------------------------
By: Charles G.V. Stevens
Title: Vice President
The News Corporation Limited
/s/ Arthur Siskind
------------------------------------
By: Arthur Siskind
Its: Director
New America Incorporated
/s/ Lawrence Jacobs
------------------------------------
By: Lawrence Jacobs
Its: Senior Vice President and Deputy
General Counsel
Fox Broadcasting Company
/s/ Paul Haggerty
------------------------------------
By: Paul Haggerty
Its: EVP/Asst. Treasurer
Jeffrey T. Arnold
/s/ Jeffrey T. Arnold
------------------------------------
James H. Clark
/s/ James H. Clark
------------------------------------
<PAGE>
Kleiner, Perkins, Caulfield & Byers
/s/ L. John Doerr
------------------------------------
By: L. John Doerr
Title: General Partner
AHN/FIT Internet, LLC
/s/ Lawrence Jacobs
------------------------------------
By: Lawrence Jacobs
Its: Managing Member
AHN/FIT Cable, LLC
/s/ Lawrence Jacobs
------------------------------------
By: Lawrence Jacobs
Its: Managing Member
Eastrise Profits Limited
/s/ Lawrence Jacobs
------------------------------------
By: Lawrence Jacobs
Its: Director
<PAGE>
Exhibit J
VOTING AGREEMENT
By
QUINTILES TRANSNATIONAL CORP.,
to and for the benefit of
MEDICAL MANAGER CORPORATION
and
CAREINSITE, INC.
Dated as of June 18, 2000
<PAGE>
VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 18, 2000 (this
"Agreement"), by Quintiles Transnational Corp. (the "Stockholder") to and for
the benefit of Medical Manager Corporation, a Delaware corporation (the
"Company"), and CareInsite, Inc., a Delaware corporation ("CareInsite").
WHEREAS, as of the date hereof, Stockholder owns of record and
beneficially, is the beneficial owner, or has the power to vote or direct the
voting of the number of shares of common stock (the "Parent Common Stock"), par
value $0.0001 per share, of Healtheon/WebMD Corporation, a Delaware corporation
("Parent"), set forth opposite such Stockholder's name on Schedule A hereto
(such shares, together with any shares of Parent Common Stock acquired by the
Stockholder prior to the termination of this Agreement, being referred to herein
as the "Shares");
WHEREAS, Parent and the Company have entered into an Agreement
and Plan of Merger, dated as of February 13, 2000, and concurrently with the
execution of this Agreement, are entering into Amendment No. 1 to the Agreement
and Plan of Merger, dated as of June 18, 2000 (as so amended, the "Amended
Merger Agreement"; capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to them in the Amended Merger Agreement),
pursuant to which, upon the terms and subject to the conditions thereof, the
Company will be merged with and into Parent (the "Merger);
WHEREAS, Parent, Avicenna Systems Corporation ("Avicenna") and
CareInsite have entered into an Agreement and Plan of Merger, dated as of
February 13, 2000, and concurrently with the execution of this Agreement, are
entering into Amendment No. 1 to the Agreement and Plan of Merger, dated as of
June 18, 2000 (as so amended, the "Amended CareInsite Merger Agreement"),
pursuant to which, upon the terms and subject to the conditions thereof,
CareInsite will be merged with and into Avicenna; and
WHEREAS, as a condition to the willingness of Parent and the
Company to enter into the Amended Merger Agreement, and Parent and CareInsite to
enter into the Amended CareInsite Merger Agreement, the Company and CareInsite
have requested the Stockholders to agree, and, in order to induce the Company to
enter into the Amended Merger Agreement and CareInsite to enter into the Amended
CareInsite Merger Agreement, the Stockholders are willing to agree, to vote in
favor of adopting the Amended Merger Agreement, approving the Merger and issuing
additional shares of Parent Common Stock in the Merger and pursuant to the
Amended CareInsite Merger Agreement (the "Parent Proposals"), upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:
Section 1. Voting of Shares. Until the termination of this
Agreement in accordance with the terms hereof, Stockholder hereby agrees that,
at the Parent Stockholders' Meeting or any other meeting of the stockholders of
Parent, however called, and in any action by written consent of the stockholders
of Parent, such Stockholder will vote all of its respective Shares (a) in favor
of the Parent Proposals and the other transactions contemplated by the Amended
Merger Agreement and by the Amended CareInsite Merger Agreement, (b) against any
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Parent under
the Amended Merger Agreement, the Amended CareInsite Merger Agreement or which
would result in any of the conditions to the Amended Merger Agreement or the
Amended CareInsite Merger Agreement not being fulfilled, and (c) in favor of any
other matter necessary to the consummation of the transactions contemplated by
the Amended Merger Agreement or the Amended Carelnsite Merger Agreement and
considered and voted upon by the stockholders of the Parent. Each Stockholder
acknowledges receipt and review of a copy of the Amended Merger Agreement and
the Amended CareInsite Merger Agreement.
Section 2. Proxy. Stockholder, by this Agreement, does hereby
constitute and appoint the Company and CareInsite or either one of them, or any
nominee of either of them, with full power of substitution, as the Stockholder's
irrevocable proxy and attorney-in-fact to vote its Shares as indicated in
Section 1. Stockholder intends this proxy to be irrevocable and coupled with an
interest and will take such further action and execute such
1
<PAGE>
other instruments as may be necessary to effectuate the intent of this proxy and
hereby revokes any proxy previously granted by him with respect to its Shares.
Section 3. Transfer of Shares. Stockholder represents and
warrants that it has no present intention of taking action to, prior to the
termination of this Agreement in accordance with the terms hereof, and shall
not, directly or indirectly, (a) sell, assign, transfer (including by operation
of Law), pledge, encumber or otherwise dispose of any of its Shares, (b) deposit
any of its Shares into a voting trust or enter into a voting agreement or
arrangement with respect to its Shares or grant any proxy or power of attorney
with respect thereto which is inconsistent with this Agreement, or (c) enter
into any contract, option or other arrangement or undertaking with respect to
the direct or indirect sale, assignment, transfer (including by operation of
Law) or other disposition of any Shares, except in each case (i) with the prior
written consent of the Company and CareInsite, which shall not be unreasonably
withheld or delayed if the percentage of outstanding voting common stock (on
both an actual outstanding and fully diluted, fully converted basis) entitled to
vote on the Parent Proposals covered by voting agreements substantially similar
to this Agreement is not reduced as a result of such sale, assignment, transfer
or other disposition or (ii) to an affiliate of the Stockholder, provided that
such affiliate agrees to be bound by the terms of this Agreement. The
restrictions on transfer in this Section 3 shall terminate upon the earlier of
the termination of this Agreement or January 22, 2001.
Section 4. Representations and Warranties of Stockholder.
Stockholder hereby represents and warrants to the Company and CareInsite,
severally and not jointly, with respect to itself and its ownership of its
Shares as follows:
(a) Such Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) Such Stockholder is the record or beneficial owner of its
Shares and such Shares are owned free and clear of any liens, claims,
charges, encumbrances or voting agreements and commitments of every
kind, other than this Agreement. Other than with respect to rights to
purchase Parent Common Stock granted under Parent's stock option plans,
agreements and arrangements or pursuant to warrants outstanding on the
date hereof, such Stockholder does not own or hold any rights to
acquire any additional Parent Common Stock or other securities of
Parent or any interest therein or any voting rights with respect to any
additional Parent Common Stock or any other securities of Parent.
(c) This Agreement has been duly executed and delivered by
such Stockholder.
(d) This Agreement constitutes the valid and binding agreement
of such Stockholder, enforceable against such Stockholder in accordance
with its terms except as such enforceability may be limited by
bankruptcy, insolvency or other similar requirements of Law affecting
the enforcement of creditor's rights generally and by general
principles of equity.
Section 5. Termination. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time (as defined in the Amended
Merger Agreement), (ii) the termination of the Amended Merger Agreement in
accordance with the terms thereof, or (iii) any further amendment to the Amended
Merger Agreement or the Amended CareInsite Merger Agreement; provided that the
provisions of Sections 6 through 14 (inclusive) of this Agreement shall survive
any termination of this Agreement; and provided further that no such termination
shall relieve any party of liability for a willful breach hereof prior to
termination.
Section 6. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 7. Notices. (a) All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be sent
by an overnight courier service that provides proof of receipt, mailed
2
<PAGE>
by registered or certified mail (postage prepaid. return receipt requested) or
telecopied to the parties at the following, addresses (or at such other address
for a party as shall be specified by like notice):
if to the Company:
Medical Manager Corporation
669 River Drive
Elmwood Park, New Jersey 07407-1361
Telephone: (201) 703-3400
Facsimile: (201) 703-3401
Attention: General Counsel
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
Facsimile: (212) 848-7179
Attention: Creighton O'M. Condon, Esq.
if to CareInsite:
CareInsite, Inc.
669 River Drive
Elmwood Park, New Jersey 07407-1361
Telephone: (201) 703-3400
Facsimile: (201) 703-3401
Attention: General Counsel
with a copy to:
Davis, Polk& Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 450-4800
Attention: John Bick, Esq.
if to the Stockholders:
At the address set forth opposite such Stockholder's name on
Schedule A
with a copy to:
Alston & Bird LLP
1211 East Morehead Street
Charlotte, North Carolina 28204
Telephone: (704) 331-6000
Facsimile: (704) 334-2014
Attention: H. Bryan Ives III
C. Mark Kelly
(b) Notices of changes of address shall be effective only upon
receipt.
3
<PAGE>
Section 8. Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
Section 9. Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
Section 10. Severability. If any term or other provision of
this Agreement is invalid. illegal or incapable of being enforced by any rule of
Law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated by this Agreement is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order the transactions contemplated
by this Agreement be consummated as originally contemplated to the fullest
extent possible.
Section 11. Assignment, Binding Effect; Benefit. (a) Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of Law, or
otherwise) without the prior written consent of the other parties.
(b) This Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their respective successors and permitted
assigns. and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
Section 12. Governing, Law. (a) This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware
applicable contracts executed in and to be performed in that state.
(b) Each of the parties hereto irrevocably agrees that all
legal actions or proceedings with respect to this Agreement shall be brought and
determined in the courts of the State of Delaware or in the United States
District Court for the State of Delaware, and each of the parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the jurisdiction
of the aforesaid courts. Each of the parties hereto hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (i) any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason other than the failure to serve process in accordance with
applicable Law, (ii) that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts and (iii) to the fullest extent permitted by applicable Law, that (A) the
suit, action or proceeding in any such court is brought in an inconvenient
forum, (B) the venue of such suit, action or proceeding is improper and (C) this
Agreement, or the subject matter hereof, may not be enforced in or by such
courts.
Section 13. Counterparts. This Agreement may be executed and
delivered in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed
to be an original but all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
Section 14. WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND
CAREINSITE AND EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE
COMPANY, CAREINSITE AND THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT THEREOF.
4
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
QUINTILES TRANSNATIONAL CORP.
/s/ Dennis B. Gillings
------------------------------
By: Dennis B. Gillings
Its: Chief Executive Officer
Agreed and Acknowledged:
MEDICAL MANAGER CORPORATION
/s/ Charles Mele
------------------------------------
By: Charles Mele
Its: Executive Vice President - General Counsel
CAREINSITE, INC.
/s/ David C. Amburgey
------------------------------------
By: David C. Amburgey
Its: Senior Vice President - General Counsel
5
<PAGE>
SCHEDULE A
STOCKHOLDER
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Name of Stockholder Address Number of Shares of Parent Common Stock Owned of
Record and Beneficially
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Quintiles Transnational 4709 Creekstone Drive 35,000,000
Corp. Riverbirch Building, Suite 200
Durham, NC 27703-8411
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit K
Healtheon/WebMD Corporation
400 The Lenox Building
3399 Peachtree NE
Atlanta, Georgia 30326
June 18, 2000
Medical Manager Health Systems, Inc.
3001 North Rock Point Drive East
Tampa, Florida 33624
CareInsite, Inc.
669 River Drive, Center 2
Elmwood Park, New Jersey 07407
Ladies and Gentlemen:
Reference is made to (i) the Agreement among Healtheon/WebMD
Corporation ("HWMD"), CareInsite, Inc. ("CARI") and Medical Manager Health
Systems, Inc. ("MMHS"), dated as of February 13, 2000 (the "Agreement"), (ii)
the Agreement and Plan of Merger, dated as of February 13, 2000, between HWMD
and Medical Manager Corporation, and Amendment No. 1 thereto dated as of the
date hereof and (iii) the Agreement and Plan of Merger, dated as of February 13,
2000, among HWMD, Avicenna Systems Corporation and CARI, and Amendment No. 1
thereto dated as of the date hereof.
WHEREAS, pursuant to the terms of the Agreement, HWMD would have been
required to pay to MMHS and CARI $12.5 million each on June 30, 2000, September
30, 2000, December 31, 2000 and March 31, 2000;
WHEREAS, MMHS and CARI are willing to amend the Agreement in accordance
with the terms set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, HWMD, MMHS and CARI hereby agree as follows:
Section 1. Section 1(a) and (d) through (i), inclusive, of the
Agreement are hereby deleted in their entirety. As promptly as practicable
following the date hereof, HWMD shall cause Envoy to enter into an amendment and
restatement of the Addendum dated March 24, 2000 (the "Existing Addendum") to
the Networked Partner Agreement (as defined in the Agreement) that will delete
paragraph 7 of the
<PAGE>
Existing Addendum and add the provisions required by Sections 1(b) and (c) of
the Agreement.
Section 2. From and after the date hereof, Section 2.1 of the Agreement
shall be amended to read in full as follows:
"On each of November 30, 2000, February 28, 2001, May 31, 2001 and
August 31, 2001, Healtheon/WebMD shall pay to CareInsite $12,500,000
and to Medical Manager $12,500,000; provided that any previous payments
made to CareInsite and Medical Manager shall be repaid to
Healtheon/WebMD in the event Healtheon/WebMD is no longer required to
make payments to CareInsite and Medical Manger under clauses (b) or (c)
of the last sentence of this Section 2.1. Such payments shall be
payable at the election of Healtheon/WebMD (i) in cash by wire transfer
in immediately available funds to an account designated by CareInsite
and Medical Manager or (ii) in shares of common stock, par value
$0.0001 per share, of Healtheon/WebMD ("Healtheon/WebMD Common Stock");
provided, however, that in the event Healtheon/WebMD elects to pay in
stock and Medical Manager or CareInsite shall be restricted in any way
from receiving from Healtheon/WebMD, or Healtheon/WebMD shall be
restricted in any way from paying to Medical Manager or CareInsite,
Healtheon/WebMD Common Stock, then Medical Manager or CareInsite, as
applicable, shall have the right to designate an alternative recipient
of such stock. Healtheon/WebMD agrees that all shares of
Healtheon/WebMD Common Stock paid to Medical Manager or CareInsite
pursuant to this Section 2.1 shall be duly authorized, validly issued,
fully paid, nonassessable and free of any liens or other encumbrances.
For the purpose of this Section 2.1, the value of any Healtheon/WebMD
Common Stock used for payment shall be based on the average of the
closing prices per share of Healtheon/WebMD Common Stock for the ten
trading days immediately preceding payment. Notwithstanding the
foregoing, Healtheon/WebMD shall no longer be required to make payments
pursuant to this Section 2.1 at any time after:
(a) either Medical Manager or CareInsite shall acquire or enter
into an agreement to acquire any material clearinghouse entity or
substantially all of the assets thereof,
(b) termination of the Medical Manager Agreement and Plan of
Merger by Healtheon/WebMD pursuant to (1) Section 8.01(b) (but only if
(x) at the time of termination under such Section 8.01(b) there exists
a breach of such Agreement which would have resulted in the conditions
to closing set forth in Sections 7.02(a) or 7.02(b) thereof failing to
be satisfied or (y) at the time of such termination under such Section
8.01(b) the condition set forth in Section 7.01(e) has not been
satisfied solely as a result of Medical Manager's decision, as
permitted by Section 6.06(c) of
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<PAGE>
such Agreement, not to take an action or to permit Healtheon/WebMD to
take an action, required by the Department of Justice as a condition to
the granting of the approval required under the HSR Act, which action
Healtheon/WebMD has, prior to November 30, 2000, certified in writing
to Medical Manager that Healtheon/WebMD is otherwise prepared to take
or permit Medical Manager to take), (2) Section 8.01(d)(i), (3) Section
8.01(d)(ii) or (4) Section 8.01(f) (but not if at the time of
termination under such Section 8.01(d)(i) or Section 8.01(f) there
exists a breach of such Agreement which would have resulted in the
conditions to closing set forth in Sections 7.03(a) or 7.03(b) thereof
failing to be satisfied), or
(c) termination of the CareInsite Agreement and Plan of Merger by
Healtheon/WebMD pursuant to (1) Section 8.01(b) (but only if (x) at the
time of termination under such Section 8.01(b) there exists a breach of
such Agreement which would have resulted in the conditions to closing
set forth in Sections 7.02(a) or 7.02(b) thereof failing to be
satisfied or (y) at the time of such termination under such Section
8.01(b) the condition set forth in Section 7.01(e) has not been
satisfied solely as a result of CareInsite's decision, as permitted by
Section 6.07(c) of such Agreement, not to take an action or to permit
Healtheon/WebMD to take an action, required by the Department of
Justice as a condition to the granting of the approval required under
the HSR Act, which action Healtheon/WebMD has, prior to November 30,
2000, certified in writing to CareInsite that Healtheon/WebMD is
otherwise prepared to take or permit CareInsite to take), or (2)
Section 8.01(e) (but not if at the time of termination under such
Section 8.01(e) there exists a breach of such Agreement which would
have resulted in the conditions to closing set forth in Sections
7.03(a) or 7.03(b) thereof failing to be satisfied)."
Section 3. The Agreement, except to the extent of the amendment
specifically provided above, is and shall continue to be in full force and
effect.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this letter to be
executed by their respective officers thereunto to duly authorized, as of the
date first above written.
HEALTHEON/WEBMD CORPORATION
By: /s/ Jack D. Dennison
------------------------------------------
Name: Jack D. Dennison
Title: Executive Vice President &
General Counsel
MEDICAL MANAGER HEALTH SYSTEMS, INC.
By: /s/ John Kang
------------------------------------------
Name: John Kang
Title: Co-Chief Executive Officer
CAREINSITE, INC.
By: /s/ David C. Amburgey
------------------------------------------
Name: David C. Amburgey
Title: Senior Vice President &
General Counsel
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