UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
ONHEALTH NETWORK COMPANY
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
450707104
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(CUSIP Number)
Garrett R. Van Wagoner
Van Wagoner Capital Management, Inc.
345 California Street, Suite 2450
San Francisco, CA 94104
(415) 677-1147
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 15, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [X]
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 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).
Page 1 of 8 Pages
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1746 (2-98)
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CUSIP No. 450707104
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Van Wagoner Capital Management, Inc. - 94-3235240
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(See Instructions) (b)|X|
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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 BOX 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 8 SHARED VOTING POWER
OWNED BY -0-
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,327,600
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,327,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.8%1
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14 TYPE OF REPORTING PERSON (See Instructions)
IA
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1 Based upon an aggregate of 24,109,705 shares outstanding as of February 15,
2000.
Page 2 of 8 Pages
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CUSIP No. 450707104
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Van Wagoner Funds, Inc. - 39-1836333, 39-1836332, 94-3256573,
94-3256574, 94-3256424, 94-3286386
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(See Instructions) (b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX 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
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 9,823,650
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
-------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,823,650
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%1
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14 TYPE OF REPORTING PERSON (See Instructions)
IV
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1 Based upon an aggregate of 24,109,705 shares outstanding as of February 15,
2000.
Page 3 of 8 Pages
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CUSIP No. 450707104
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Item 1. Security and Issuer:
- ------ -------------------
Title of Class of Securities:
Common Stock, $.01 par value (the "Securities")
Address of Issuer's Principal Executive Offices:
OnHealth Network Company
808 Howell Street, Suite 400
Seattle, Washington 98101
Item 2. Identity and Background:
- ------ -----------------------
(a) The persons filing this Schedule 13D are:
(i) Van Wagoner Capital Management, Inc.
(ii) Van Wagoner Funds, Inc.
(b) The address for both Van Wagoner Capital Management, Inc.
and Van Wagoner Funds, Inc. is:
345 California Street, Suite 2450
San Francisco, CA 94104
(c) Van Wagoner Capital Management, Inc., an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940.
Van Wagoner Funds, Inc., an investment company registered
under the Investment Company Act of 1940. Van Wagoner Funds,
Inc. has six portfolios, each with a separate I.R.S.
identification number, Van Wagoner Capital Appreciation
Fund, Van Wagoner Emerging Growth Fund, Van Wagoner Growth
Fund, Van Wagoner Micro-Cap Fund, Van Wagoner Post-Venture
Fund and Van Wagoner Technology Fund. Van Wagoner Capital
Management, Inc. is the investment adviser to Van Wagoner
Funds, Inc.
For information required by Item 2(a)-(c) pursuant to
Instruction C to Schedule 13D with respect to the executive
officers and directors of Van Wagoner Capital Management,
Inc. and Van Wagoner Funds, Inc. (collectively the "Covered
Persons") reference is hereby made to Exhibit 2 hereto and
incorporated herein by reference.
(d) During the past five years, none of Van Wagoner Capital
Management, Inc. or Van Wagoner Funds, Inc., nor any of the
Covered Persons has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
Page 4 of 8 Pages
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CUSIP No. 450707104
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(e) During the past five years, none of Van Wagoner Capital
Management, Inc. or Van Wagoner Funds, Inc., nor any of the
Covered Persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation
with respect to such laws.
(f) Van Wagoner Capital Management, Inc. is a Delaware
corporation. Van Wagoner Funds, Inc. is a Maryland
corporation. Each of the Covered Persons is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration:
- ------ -------------------------------------------------
The source of funds for the purchases reported by Van Wagoner Capital
Management, Inc. was funds of investment advisory clients of Van
Wagoner Capital Management, Inc. The source of funds for the purchases
of Van Wagoner Funds, Inc. was the assets of the Van Wagoner Funds.
Item 4. Purpose of Transaction:
- ------ ----------------------
The acquisitions made by Van Wagoner Capital Management, Inc. for and
on behalf of its clients, including Van Wagoner Funds, Inc., were made
for investment purposes and not for the purpose of acquiring control
of OnHealth Network Company.
Effective February 15, 2000, Van Wagoner Funds, Inc. entered into a
Voting Agreement with Healtheon/WebMD Corporation and OnHealth Network
Company. Pursuant to the terms of such Voting Agreement, Van Wagoner
Funds, Inc. has agreed to, among other things: (i) vote all securities
owned by Van Wagoner Funds, Inc. in favor of the merger of a
subsidiary of Healtheon/WebMD Corporation into OnHealth Network
Company pursuant to which shares of OnHealth Network Company will be
converted into the right to receive shares of Healtheon/WebMD
Corporation common stock and OnHealth Network Company will become a
wholly owned subsidiary of Healtheon/WebMD Corporation; and (ii)
refrain from transferring any securities owned by Van Wagoner Funds,
Inc. without the prior written consent of Healtheon/WebMD Corporation.
Page 5 of 8 Pages
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CUSIP No. 450707104
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Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) As of February 15, 2000, each of the persons named in Item 2
beneficially owned the aggregate number and percentage of the
shares of Common Stock set forth below:
Percentage of
Person Number of Shares Common Stock
------ ---------------- ------------
Van Wagoner Capital Management, Inc. 10,327,600(1) 42.8%
Van Wagoner Funds, Inc. 9,823,650(1) 40.7%
Garrett R. Van Wagoner(2) 0 0
Larry P. Arnold(2) 51,000(3) 0.2%(3)
Robert S. Colman(2) 45,000(3) 0.2%(3)
Peter Kris(2) 0 0
William X. Minor(2) 0 0
(b) Number of shares as to which each person has:
Van Wagoner Capital Management, Inc.
-----------------------------------
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:-0-
(iii)sole power to dispose or to direct the disposition of:
10,327,600
(iv) shared power to dispose or to direct the disposition of: -0-
Van Wagoner Funds, Inc.
----------------------
(i) sole power to vote or to direct the vote: 9,823,650
(ii) shared power to vote or to direct the vote:-0-
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of: -0-
- --------------------
1 Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share
beneficial ownership over the same 9,823,650 shares.
2 See Exhibit 2.
3 The shares owned by Larry P. Arnold and Robert S. Colman are not
beneficially owned by Van Wagoner Funds, Inc. or Van Wagoner Capital
Management, Inc.
Page 6 of 8 Pages
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CUSIP No. 450707104
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Larry P. Arnold
---------------
(i) sole power to vote or to direct the vote: 51,000
(ii) shared power to vote or to direct the vote:-0-
(iii)sole power to dispose or to direct the disposition of:
51,000
(iv) shared power to dispose or to direct the disposition of: -0-
Robert S. Colman
----------------
(i) sole power to vote or to direct the vote: 45,000
(ii) shared power to vote or to direct the vote:-0-
(iii)sole power to dispose or to direct the disposition of:
45,000
(iv) shared power to dispose or to direct the disposition of: -0-
(c) A detailed description of transactions (all of which were open
market transactions) in Securities by Van Wagoner Capital
Management, Inc., Van Wagoner Funds, Inc., Larry P. Arnold and
Robert S. Colman in the past sixty days, including prices, is set
forth in Exhibit 3.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Other than the Voting Agreement described in Item 4, there are no
contracts, arrangements, understandings or relationships among the
persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
- ------ --------------------------------
Exhibit 1 - Agreement to file Schedule 13D jointly.
Exhibit 2 - Information with Respect to Executive Officers and
Directors
Exhibit 3 - Transactions Effected During the Past Sixty Days
Exhibit 4 - Voting Agreement entered into as of February 15, 2000
between Healtheon/WebMD Corporation, Tech Acquisition
Corporation, OnHealth Network Company and Van Wagoner Funds, Inc.
Page 7 of 8 Pages
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CUSIP No. 450707104
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SIGNATURE
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.
February 24, 2000
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ William X. Minor
-------------------------------------
William X. Minor, Chief Financial Officer
VAN WAGONER FUNDS, INC.
By: /s/ Peter R. Kris
-------------------------------------
Peter R. Kris, Vice President
Page 8 of 8 Pages
EXHIBIT 1
---------
AGREEMENT, dated as of February 24, 2000, by and among Van
Wagoner Capital Management, Inc., a Delaware corporation and Van Wagoner Funds,
Inc., a Maryland corporation.
WHEREAS, in accordance with Rule 13d-1(k) of the Securities
Exchange Act of 1934 (the "Act"), only one such statement need be filed whenever
two or more persons are required to file a statement pursuant to Section 13(d)
of the Act with respect to the same securities, provided that said persons agree
in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds,
Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one
Statement on Schedule 13G relating to their ownership of the Common Stock of
OnHealth Network Company, and hereby further agree that said Statement shall be
filed on behalf of both Van Wagoner Capital Management, Inc. and Van Wagoner
Funds, Inc. Nothing herein shall be deemed to be an admission that the parties
hereto, or any of them, are members of a "group" (within the meaning of Section
13(d) of the Act and the rules promulgated thereunder) with respect to any
securities of OnHealth Network Company.
IN WITNESS WHEREOF, the parties have executed this agreement as
of the date first written above.
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ William X. Minor
-----------------------------------
William X. Minor, Chief Financial Officer
VAN WAGONER FUNDS, INC.
By: /s/ Peter R. Kris
-----------------------------------
Peter R. Kris, Vice President
EXHIBIT 2
---------
ITEM 2(a)-(c) INFORMATION WITH RESPECT TO
EXECUTIVE OFFICERS AND DIRECTORS
(i) Garrett R. Van Wagoner
President and Director of Van Wagoner Capital Management, Inc.
President and Director of Van Wagoner Funds, Inc.
Business Address: Van Wagoner Capital Management
345 California Street, Suite 2450
San Francisco, CA 94104
(ii) William X. Minor
Chief Financial Officer of Van Wagoner Capital Management, Inc.
Business Address: Van Wagoner Capital Management
345 California Street, Suite 2450
San Francisco, CA 94104
(iii) Larry P. Arnold
Director of Van Wagoner Funds, Inc.
Business Address: Van Wagoner Capital Management
345 California Street, Suite 2450
San Francisco, CA 94104
(iv) Robert S. Colman
Director of Van Wagoner Funds Inc.
Business Address: Van Wagoner Capital Management
345 California Street, Suite 2450
San Francisco, CA 94104
(v) Peter R. Kris
Vice President of Van Wagoner Funds, Inc.
Business Address: Van Wagoner Capital Management
345 California Street, Suite 2450
San Francisco, CA 94104
EXHIBIT 3
---------
TRANSACTIONS IN THE STOCK BY THE REPORTING AND COVERED PERSONS
DURING THE PAST 60 DAYS
Name Date Quantity Price Type
---- ---- -------- ----- ----
Van Wagoner Capital 1/12/2000 16,300 $ 7.9688 Sale
Management, Inc. 2/16/2000 85,100 11.2219 Sale
2/16/2000 166,000 11.2219 Sale
2/18/2000 1,750 10.3609 Purchase
2/18/2000 3,350 10.3609 Purchase
2/22/2000 750 9.5625 Purchase
2/22/2000 1,350 9.5625 Purchase
Van Wagoner Funds, Inc. 1/10/2000 15,000 8.1917 Sale
1/11/2000 37,700 8.0664 Sale
1/11/2000 74,700 7.9792 Sale
1/12/2000 35,700 8.0000 Sale
1/12/2000 12,400 7.9713 Sale
1/12/2000 16,300 7.9688 Purchase
1/13/2000 62,300 7.4749 Sale
1/13/2000 37,300 7.1900 Sale
1/14/2000 41,300 7.5472 Sale
1/14/2000 46,200 7.4938 Sale
1/18/2000 62,000 7.2775 Sale
1/18/2000 60,100 7.0627 Sale
1/19/2000 19,400 7.1481 Sale
1/24/2000 175,150 8.7619 Sale
1/24/2000 109,600 8.1659 Sale
1/25/2000 15,000 8.2083 Sale
1/25/2000 70,200 8.2876 Sale
1/25/2000 7,650 8.0000 Sale
1/25/2000 31,300 8.2083 Sale
Larry P. Arnold 12/17/1999 5,000 9.6250 Sale
1/19/2000 20,000 6.8750 Sale
1/21/2000 5,000 8.1250 Sale
1/26/2000 5,000 8.7500 Sale
2/03/2000 2,500 8.5625 Sale
2/04/2000 2,500 8.6250 Sale
2/14/2000 5,000 10.0000 Sale
Robert S. Colman 1/26/2000 25,000 9.03 Sale
1/20/2000 25,000 7.33 Sale
EXHIBIT 4
---------
VOTING AGREEMENT
THIS VOTING AGREEMENT, dated as of February 15, 2000 (this "Agreement"), is
made and entered into by and among Healtheon/WebMD Corporation, a Delaware
corporation ("Healteon/WebMD"), Tech Acquisition Corporation, a Washington
corporation and wholly owned subsidiary of Healtheon/WebMD ("Merger Corp"),
OnHealth Network Company, a Washington corporation ("Company"), and certain
stockholders and optionholders of Company who have executed a signature page
hereto (each a "Stockholder").
PREAMBLE
The Stockholder is a stockholder (or optionholder) of Company and desires
that Healteon/WebMD, Merger Corp, and Company enter into an Agreement and Plan
of Merger dated the date hereof (as the same may be amended or supplemented, the
"Merger Agreement") with respect to the merger of Merger Corp and Company (the
"Merger"). The Stockholder is executing this Agreement as an inducement to
Healteon/WebMD and Company to enter into and execute, and to cause Merger Corp
to enter into and execute, the Merger Agreement.
All capitalized terms used herein which are not defined herein shall have
the same meanings as ascribed to them in the Merger Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by
Healteon/WebMD, Merger Corp and Company of the Merger Agreement and the mutual
covenants, conditions and agreements contained herein and therein, the parties
agree as follows:
1. Representations and Warranties. (a) The Stockholder severally and not
jointly represents and warrants to Healteon/WebMD, Merger Corp and Company as
follows:
(i) As of the date hereof, the Stockholder is the record owner of
shares of or options to purchase the Company Common Stock set forth on
Schedule 1 to this Agreement (the "Company Common Stock"). Except for
the Company Common Stock set forth on Schedule 1 to this Agreement,
the Stockholder is not the record owner of any shares of Company
Common Stock. The Company Common Stock set forth on Schedule 1 to this
Agreement and any other Company Common Stock that the Stockholder may
acquire in the future are referred to herein as the "Shares." This
Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, the Stockholder,
enforceable in accordance with its terms, except
<PAGE>
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors rights
generally or the availability of equitable remedies, and the execution
and delivery of this Agreement will not violate or result in a default
under any agreement to which the Stockholder is a party. Neither the
execution and delivery of this Agreement nor the consummation by the
Stockholder of the transactions contemplated hereby will (A) violate,
or require any consent, approval or notice under any provision of any
judgment, order, decree, statute, law, rule or regulation applicable
to the Stockholder or the Stockholder's Shares or (B) constitute a
violation of, conflict with or constitute a default under, any
contract, commitment, agreement, understanding, arrangement or other
restriction of any kind to which the Stockholder is a party or by
which the Stockholder is bound.
(ii) Except as set forth on Schedule 1, such Stockholder's Shares
and the certificates representing such Shares are now and at all times
during the term hereof will be held by such Stockholder, free and
clear of all liens, claims, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other
encumbrances whatsoever that would interfere with the voting of the
Shares or the granting of any proxy, except for any such encumbrances
or proxies arising hereunder.
(iii) The Stockholder understands and acknowledges that
Healteon/WebMD, Merger Corp and Company are entering the Merger
Agreement in reliance upon the Stockholder's execution and delivery of
this Agreement. The Stockholder acknowledges that the irrevocable
proxy set forth in Section 4 is granted in consideration for the
execution and delivery of the Merger Agreement by Healtheon/WebMD,
Merger Corp and Company.
(b) Each of Healtheon/WebMD, Merger Corp and Company represents and
warrants to Stockholder that this Agreement has been duly authorized,
executed and delivered by and constitutes a valid and binding agreement of
such corporation, enforceable in accordance with its terms except as
enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally or the availability of
equitable remedies, and the execution and delivery of this Agreement will
not violate or result in a default under any agreement to which such
corporation is a party.
2. Voting Agreement. The Stockholder severally agrees with, and covenants
to, Healtheon/WebMD, Merger Corp and Company that, during the term of this
Agreement, at the Company Stockholders Meeting and all other meetings of
Stockholders, or at any adjournment thereof or in any other circumstances upon
which a vote, consent, agreement or other approval is sought, the Stockholder
shall vote (or cause to be voted) the Stockholder's Shares (and all shares of
Company Common Stock for which such Stockholder has been granted a proxy) and
shall otherwise consent or agree as follows: (a) vote in favor of the Merger and
the adoption of the Merger
-2-
<PAGE>
Agreement and each of the transactions contemplated thereby, and (b) agree to
take any other action reasonably requested by Healtheon/WebMD and Merger Corp
necessary or appropriate to cause the conditions to the Merger to be satisfied.
Stockholder, as a holder of Company Common Stock, shall be present in person or
by proxy at all meetings of stockholders of Company so that all Shares are
counted for purposes of determining the presence of a quorum at such meetings.
3. Covenants. The Stockholder severally agrees with, and covenants to,
Healtheon/WebMD, Merger Corp and Company that prior to the termination of this
Agreement, the Stockholder shall not (i) without the prior written consent of
Healtheon/WebMD (which shall not be unreasonably withheld if the transferee
executes this Agreement and is an affiliate of Company at the time of the
transfer) transfer (which term shall include, without limitation, for the
purposes of this Agreement, any sale, gift, pledge, or consent to any transfer
of) any or all of the Stockholder's Shares or any interest therein; (ii) enter
into any contract, option or other agreement or understanding with respect to
any transfer of any or all of such Shares or any interest therein; (iii) grant
any proxy, power of attorney or other authorization in or with respect to such
Shares; or (iv) deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) The Stockholder hereby irrevocably grants to, and appoints,
Jeffrey T. Arnold, Chief Executive Officer of Healtheon/WebMD, W. Michael
Long, Chairman and Chief Operating Officer of Healtheon/WebMD, Robert
Draughon, Vice President of Healtheon/WebMD, and Jack Dennison, Vice
President of Healtheon/WebMD, or any one of them, in their respective
capacities as officers of Healtheon/WebMD, and any individual who shall
hereafter succeed to any such office of Healtheon/WebMD, and each of them
individually, the Stockholder's proxy and attorney-in-fact (with full power
of substitution), for and in the name, place and stead of the Stockholder,
to vote the Stockholder's Shares at any meeting of stockholders of Company
(including without limitation the Company Stockholders Meeting), or at any
adjournment thereof or in any other circumstances upon which a vote,
agreement, consent or other approval is sought, on the matters set forth in
Section 2 hereof and to request in writing in accordance with the Bylaws of
Company, or other appropriate manner, that the President or Secretary of
Company call a special meeting of the stockholders of Company to vote on
the matters set forth in Section 2 hereof. Such attorney-in-fact may
evidence the taking of any action, giving of any consent or the voting of
the Shares by the execution of any document or instrument for such purpose
in the name of the Stockholder.
(b) The Stockholder represents that any proxies given in respect of
the Stockholder's Shares prior to the granting of the proxy set forth in
this Agreement are not irrevocable, and that any such proxies are hereby
revoked.
-3-
<PAGE>
(c) The Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled
with an interest and may under no circumstances be revoked. The Stockholder
hereby ratifies and confirms all that such irrevocable proxy may lawfully
do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY IS EXECUTED
AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION
23B.07.220 OF THE WBCA.
5. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including without
limitation the Stockholder's successors or assigns. In the event of any stock
split, stock dividend, merger, reorganization, recapitalization or other change
in the capital structure of Company, or the acquisition of additional shares of
Company Capital Stock or other voting securities of Company by any Stockholder,
the number of Shares subject to the terms of this Agreement shall be adjusted
appropriately and this Agreement and the obligations hereunder shall attach to
any additional shares of Company Capital Stock or other voting securities of
Company issued to or acquired by the Stockholder.
6. Further Assurances. The Stockholder shall, upon request of
Healtheon/WebMD and Merger Corp execute and deliver any additional documents and
take such further actions as may reasonably be deemed by Healtheon/WebMD and
Merger Corp to be necessary or desirable to carry out the provisions hereof and
to vest the power to vote such Stockholder's Shares as contemplated by Section 4
in Healtheon/WebMD and the other irrevocable proxies described therein at the
expense of Healtheon/WebMD.
7. Termination. This Agreement, and all rights and obligations of the
parties hereunder; including without limitation, the proxy set forth in Section
4, shall terminate upon the first to occur of (i) the Effective Time of the
Merger, (ii) the date upon which the Merger Agreement is terminated in
accordance with its terms or (iii) October 31, 2000.
8. Miscellaneous.
(a) This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement.
(b) This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement, and supersedes all prior
-4-
<PAGE>
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
(c) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Washington, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior
written consent of the other parties. Any assignment in violation of the
foregoing shall be void.
(e) The Stockholder agrees that irreparable damage would occur and
that Healtheon/WebMD, Merger Corp or Company would not have any adequate
remedy at law in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that Healtheon/WebMD, Merger
Corp or Company shall be entitled to an injunction or injunctions to
prevent breaches by the Stockholder of this Agreement and to enforce
specifically the terms and provisions of this Agreement, this being in
addition to any other remedy to which they are entitled at law or in
equity.
(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, (i) be held
by a court of competent jurisdiction to be invalid, void or unenforceable
or (ii) would preclude the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended, such term, provision, covenant or restriction shall be modified
or voided, as may be necessary to achieve the intent of the parties to the
extent possible, and the remainder of the terms, provisions, covenants and
restrictions herein and the application thereof to any other circumstances,
shall remain in full force and effect, shall not in any way be affected,
impaired or invalidated, and shall be enforced to the fullest extent
permitted by law.
(g) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and
signed by such party.
[Signatures Appear on the Next Page]
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<PAGE>
IN WITNESS WHEREOF, the undersigned parties have executed and
delivered this Voting Agreement as of the day and year first above written.
HEALTHEON/WEBMD CORPORATION
By: /s/ W. Michael Heekin
----------------------------------
Title: Executive Vice President
TECH ACQUISITION CORPORATION
By: /s/ W. Michael Heekin
----------------------------------
Title: Vice President
ONHEALTH NETWORK COMPANY
By: /s/ Robert N. Goodman
----------------------------------
Title: Chief Executive Officer
"STOCKHOLDER"
Van Wagoner Funds, Inc.
/s/ Garrett R. Van Wagoner
--------------------------------------
Print Name: Garrett R. Van Wagoner
------------------------
President
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<PAGE>
SCHEDULE 1
----------
Stockholder's Name Number of Shares Held
------------------ ---------------------
Van Wagoner Funds, Inc. 9,823,650
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