-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CN964r4hQHJoB2+LmtmFFxbV8bPTA9YJfAJRB1dfRfqPhVlzb1wgMikpdbCwqtZl NwcUAYrHA53eql1iZQP4Pw== 0000950144-00-007547.txt : 20040504 0000950144-00-007547.hdr.sgml : 20040504 20000605144500 ACCESSION NUMBER: 0000950144-00-007547 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000605 DATE AS OF CHANGE: 20000627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHEON CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57697 FILM NUMBER: 00649144 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 4088765000 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUINTILES TRANSNATIONAL CORP CENTRAL INDEX KEY: 0000919623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561714315 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: RIVERBIRCH BLDG STE 200 CITY: DURHAM STATE: NC ZIP: 27703-8411 BUSINESS PHONE: 9199982000 MAIL ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: STE 300 CITY: DURHAM STATE: NC ZIP: 27703-8411 SC 13D 1 0001.txt HEALTHEON/WEBMD CORPORATION / QUINTILES 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 HEALTHEON/WEBMD CORPORATION --------------------------- (Name of Issuer) COMMON STOCK, $.0001 PAR VALUE ------------------------------ (Title of Class of Securities) 422209106 -------------- (CUSIP Number) Gerald F. Roach, Esq. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 2500 First Union Capitol Center 150 Fayetteville Street Mall Raleigh, North Carolina 27601 (919) 821-1220 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 26, 2000 ------------------------------------------------------- (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. 240.13d-1(e), 240.13d-1(f) or 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 the disclosures provided in a prior cover page. The information required in 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). (Continued on following page(s)) Page 1 of 7 2 CUSIP No. 422209106 Page 2 of 7 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Quintiles Transnational Corp. I.R.S. Employer Identification No.: 56-1714315 - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 35,000,000 SHARES ----------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH ----------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 35,000,000 WITH: ----------------------------------------------------- 10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,000,000 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.1%(1) - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- - ------------------------ (1) Calculated based on (i) 182,104,643 shares of Common Stock, par value $0.0001 per share ("Common Stock"), of Healtheon/WebMD Corporation (the "Issuer") outstanding on April 28, 2000, as reported on the Issuer's Form 10-Q for the period ended March 31, 2000, and (ii) 35,000,000 shares of Common Stock issued pursuant to the Merger Agreement (as hereinafter defined). 3 CUSIP No. 422209106 Page 3 of 7 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 400 The Lenox Building, 3399 Peachtree Road NE, Atlanta, Georgia 30326. ITEM 2. IDENTITY AND BACKGROUND The name of the entity filing this report is Quintiles Transnational Corp., a North Carolina corporation ("Quintiles"), whose principal offices are located at 4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, North Carolina 27703. Quintiles provides integrated product development, commercial development and other services to the pharmaceutical, biotechnology, medical device and healthcare industries. During the last five years, neither Quintiles nor any of its executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have Quintiles or any of its executive officers or directors been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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. Please see Schedule I for information pertaining to Quintiles' executive officers and directors. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS The shares of Common Stock beneficially owned by Quintiles were acquired on May 26, 2000 pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 22, 2000, by and among the Issuer, Pine Merger Corp., Envoy Corporation, Quintiles and QFinance, Inc. Pursuant to the Merger Agreement, Quintiles sold its electronic data interchange subsidiary, Envoy Corporation, to the Issuer and issued a warrant to the Issuer to purchase up to 10 million shares of Quintiles common stock, par value $0.01 per share, at $40 per share exercisable for four years. Quintiles and the Issuer also entered into agreements relating to ownership of data rights and internet development. The consideration paid by the Issuer to Quintiles in this transaction included $400 million in cash and the transfer of 35 million shares of the Issuer's common stock to Quintiles. ITEM 4. PURPOSE OF TRANSACTION On January 22, 2000, the Issuer, Pine Merger Corp. (a wholly-owned subsidiary of the Issuer), Envoy Corporation (a wholly-owned subsidiary of Quintiles prior to the consummation of the transactions described in the Merger Agreement), Quintiles and QFinance, Inc. (a wholly-owned subsidiary of Quintiles) entered into the Merger Agreement. Under the Merger Agreement, on May 26, 2000, Envoy Corporation merged with and into Pine Merger Corp., and became a wholly-owned subsidiary of the Issuer (the "Merger"). Quintiles received 35 million shares of the Issuer's common stock and $400 million cash as the consideration for the Merger and issued a warrant to the Issuer to purchase up to 10 million shares of Quintiles common stock, par value $0.01 per share, at $40 per share exercisable for four years. The Merger Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein by reference. The foregoing summary of the Merger is not intended to be complete and is qualified in its entirety by reference to such exhibit. Quintiles and the Issuer also entered into agreements relating to ownership of data rights and internet development in connection with the Merger. In addition, Dennis B. Gillings, Quintiles' Chairman and Chief Executive Officer, was named a member of the Issuer's Board of Directors on May 30, 2000. 4 CUSIP No. 422209106 Page 4 of 7 Quintiles acquired beneficial ownership of the shares for the purpose of investment. Quintiles has no intention to influence or direct the Issuer's affairs, modify its corporate structure or interfere with the business decisions of its management. Except as may be set forth above, neither Quintiles, nor to the best of its knowledge, any executive officer or director of Quintiles, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (c) a sale or transfer or a material amount of assets of the Issuer; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or to ceasing to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Based on information contained in the most recent publicly available filings of the Issuer with the Securities and Exchange Commission, Quintiles is deemed to beneficially own the number of shares and the percentage of outstanding shares of Issuer Common Stock listed on lines 11 and 13, respectively, of Page 2 of this Schedule 13D. In addition, the number of shares as to which Quintiles has sole or shared voting power and sole or shared dispositive power, is listed on lines 7-10 of Page 2 of this Schedule 13D. Quintiles acquired all of the shares reported on this Schedule 13D on May 26, 2000 as a result of the Merger. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER 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 the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Agreement and Plan of Merger, dated as of January 22, 2000, among Healtheon/WebMD Corporation, Pine Merger Corp., Envoy Corporation, Quintiles Transnational Corp. and QFinance, Inc. (incorporated by reference from Exhibit 2.01 of Quintiles' Current Report on Form 8-K, dated January 25, 2000, filed with the Securities and Exchange Commission). 5 CUSIP No. 422209106 Page 5 of 7 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. Date: June 5, 2000 QUINTILES TRANSNATIONAL CORP. By: /s/ John S. Russell ---------------------------- Name: John S. Russell Title: Senior Vice President and General Counsel 6 CUSIP No. 422209106 Page 6 of 7 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF QUINTILES TRANSNATIONAL CORP. The name and principal occupation of each executive officer and director of Quintiles Transnational Corp. ("Quintiles") are set forth below. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with Quintiles. The business address of each person is c/o Quintiles 4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, North Carolina 27703. With the exception of Dennis B. Gillings, who has joint citizenship between the United Kingdom and the United States of America and E.G.F. Brown, who is a citizen of the United Kingdom, each of the persons listed in Schedule I is a citizen of the United States of America. Name Present Principal Occupation - ---- ---------------------------- Dennis B. Gillings, Ph.D Chairman of the Board of Directors and Chief Executive Officer James L. Bierman Chief Financial Officer Robert C. Bishop, Ph.D Director Chairman of the Board of AutoImmune, Inc., a biotechnology company E.G.F. Brown Director Chairman - Mainland Europe of Tibbett & Britten Group plc Vaughn D. Bryson Director President of Life Science Advisors, LLC, a biopharmaceutical and medical device consulting firm Santo J. Costa Vice Chairman and Director Chester W. Douglass, Ph.D. Director Professor and Chairman of the Department of Oral Health Policy and Epidemiology, School of Dental Medicine, Harvard University Arthur M. Pappas Director Chairman and Chief Executive Officer of A.M. Pappas & Associates, LLC, an international management and consulting services company John S. Russell Senior Vice President and General Counsel Eric J. Topol, M.D Director Chairman of the Department of Cardiology and Co-director of the Heart Center at The Cleveland Clinic Foundation, and Director of Joseph J. Jacobs Center for Thrombosis & Vascular Biology 7 CUSIP No. 422209106 Page 7 of 7 Name Present Principal Occupation - ---- ---------------------------- Virginia V. Weldon, M.D Director -----END PRIVACY-ENHANCED MESSAGE-----