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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Healtheon Corporation
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(Name of Issuer)
Common Stock, $.0001 Par Value
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(Title of Class of Securities)
422209106
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(CUSIP Number)
Donald F. Parman, SmithKline Beecham Corporation
One Franklin Plaza, Philadelphia, PA 19102
Telephone 215-751-7633
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 10, 1999
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 2
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SCHEDULE 13D
CUSIP NO.
PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SmithKline Beecham Corporation
23-1099050
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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*
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
Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF
SHARES 6,251,003
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
6,251,003
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,251,003
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1. Security and Issuer.
Common Stock, $.0001 Par Value
Healtheon Corporation
4600 Patrick Henry Drive
Santa Clara, CA 95054
Item 2. Identity and Background.
(a) SmithKline Beecham Corporation ("SBCorp"), a company organized under
the laws of Pennsylvania, discovers, develops, manufactures and markets
pharmaceuticals, vaccines, over-the-counter medicines and health-related
products, and provides healthcare services including clinical laboratory
testing, disease management, and pharmaceutical benefit management.
(b) The principal business address for SBCorp is:
One Franklin Plaza
Philadelphia, Pennsylvania 19102
(c) Information concerning SBCorp is set forth in response to Item 2(a)
above.
(d) During the last five years, SBCorp has not been convicted in a
criminal proceeding, excluding traffic violations or similar misdeameanors.
(e) During the last five years SBCorp was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result thereof 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) Not applicable.
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Page 4 of 5 Pages
Item 3. Source and Amount of Funds or Other Consideration.
In December 1997, SmithKline Beecham Clinical Laboratories, Inc.
("SBCL"), a wholly-owned subsidiary of SBCorp, acquired shares of ActaMed
Corporation Common stock in exchange for the licensing of the SBCL SCAN
(R) software and sale of certain assets by geographic region:
Date Number of Shares
---- ----------------
Dec 97 2,317,913
Mar 98 763,548
Jun 98 1,336,209
In May 1998, Actamed merged into Issuer and above
shares were exchanged for Issuer's Common stock. Prior to IPO, certificates
representing above ownership were returned to Issuer for re-registration in
SBCorp's name.
Pursuant to a December 1998 Asset Purchase Agreement between Issuer and SBCL,
SBCorp acquired 1,833,333 shares of Common stock in exchange for certain assets
used for laboratory results delivery services. The source of funds in each case
is Working Capital.
Item 4. Purpose of Transaction.
SBCorp intends to review from time to time the business affairs and
financial position of the Issuer. Based on such evaluation and review, as well
as general economic and industry conditions existing at the time and the
SBCorp's own financial plans, SBCorp may consider from time to time various
alternative courses of action. Such actions may include the acquisition of
additional shares through open market purchases, privately negotiated
transactions or otherwise. Alternatively, such actions may involve the sale of
all or a portion of the shares in the open market, in privately negotiated
transactions, through public offering or otherwise. All of the securities
acquired have been purchases for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Amount and Percent Beneficially Owned
Registered Name No. of Shares Percent
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SBCorp 6,251,003 9.1%
(b) SB Corp has sole power to vote and to dispose of all of the
shares of Common Stock identified in subparagraph (a) above.
(c) As described in Item 3 above, SBCorp acquired shares of Common
stock as follows:
Date Number of Shares
---- ----------------
Dec 97 2,317,913
Mar 98 763,548
Mar 98 1,336,209
Dec 98 1,833,333
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6,251,003
(d) The only transactions involving SBCorp and
the Common Stock of the Issuer are the transactions referenced above.
(e) Not applicable
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Page 5 of 5 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationship With respect to Securities of the Issuer.
None
Item 7. Materials to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.
DATED: February 19, 1999 SMITHKLINE BEECHAM CORPORATION
By: /s/
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Donald F. Parman
Secretary
