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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 9, 2009

Date of Report (Date of earliest event reported)

HLTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

          To the extent required by Item 1.01 of Form 8-K, Item 5.02 of this Current Report is incorporated by reference in this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

          HLTH Corporation, WebMD Health Corp. (the capital stock of which is approximately 83.3% owned by HLTH) and Martin J. Wygod have entered into an amendment, dated as of July 9, 2009 (the “Letter Amendment”), to the Employment Agreement, dated August 3, 2005 (as amended through July 9, 2009, the “Employment Agreement”), between HLTH and Mr. Wygod. Mr. Wygod currently serves as both Chairman of the Board and Acting Chief Executive Officer of HLTH and as Chairman of the Board of WebMD and is an executive officer of both HLTH and WebMD. The Letter Amendment provides, among other things, that Mr. Wygod will serve as Chairman of the Board of WebMD following consummation of the proposed merger of HLTH and WebMD and will remain an executive officer of WebMD. A copy of the Letter Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02 in its entirety. In addition, pursuant to General Instruction B.3 of Form 8-K, we are incorporating by reference the descriptions of the Employment Agreement and the Letter Amendment contained in the Registration Statement on Form S-4 filed by WebMD on July 10, 2009 under the captions “The Merger — Interests of Certain Persons in the Merger — Employment Arrangements — Martin J. Wygod” and “HLTH Executive Compensation — Employment Agreements with the HLTH Named Executive Officers — Martin J. Wygod.”

Additional Information About the Proposed Merger of HLTH and WebMD and Where to Find It:

     In connection with the proposed merger of HLTH and WebMD, HLTH and WebMD have filed, with the SEC, a preliminary proxy statement/prospectus as part of a registration statement regarding the proposed merger. Investors and security holders are urged to read the preliminary proxy statement/prospectus because it contains important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the preliminary proxy statement/prospectus at www.sec.gov or www.hlth.com or www.wbmd.com and may obtain a free copy of the definitive proxy statement/prospectus at the same Web sites when it is filed. Investors and security holders are urged to read the definitive proxy statement/prospectus and other relevant material before making any voting or investment decisions with respect to the merger.

Participants in the Merger:

     HLTH, WebMD, their directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of HLTH and WebMD and their respective interests in the proposed transactions has been set forth or incorporated by reference in the preliminary proxy statement/prospectus that HLTH and WebMD have filed with the SEC in connection with the proposed transaction.

Item 9.01. Financial Statements and Exhibits

          (d) Exhibits. The following exhibit is filed herewith:

Exhibit
Number	Description
10.1	Letter Amendment, dated as of July 9, 2009, among HLTH Corporation, WebMD Health Corp. and Martin J. Wygod

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SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HLTH CORPORATION
Dated: July 14, 2009	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Letter Amendment, dated as of July 9, 2009, among HLTH Corporation, WebMD Health Corp. and Martin J. Wygod

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EX-10.1

Exhibit 10.1

July 9, 2009

Martin J. Wygod
c/o HLTH Corporation
669 River Drive
Elmwood Park NJ 07407

Dear Marty:

Reference is made to (i) the Amended and Restated Employment Agreement between you and HLTH Corporation (“HLTH”) dated August 3, 2005, as previously amended on each of February 1, 2006, December 1, 2008 and December 29, 2008 (as so amended, the “Employment Agreement”) and (ii) the Agreement and Plan of Merger dated June 17, 2009 between WebMD Health Corp. (“WebMD”) and HLTH.

Section 4(f) of the Employment Agreement currently contemplates that your employment would terminate and you would serve as a Non-Executive Chairman of the Board of the surviving company upon consummation of the transactions contemplated by the Merger Agreement. HLTH and WebMD, however, believe that it is in the best interests of the surviving company and its stockholders that you continue to carry out the duties and responsibilities of an executive officer and that you continue as an employee following the closing. You have agreed to continue to serve in the capacity of Executive Chairman of the Board following the consummation of the merger, subject to the terms of this Amendment.

Accordingly, the Employment Agreement is hereby amended as follows:

1. Amendment to Base Salary. Section 2.1 of the Employment Agreement is hereby amended by inserting the following sentence immediately after the first sentence of such section: “Upon consummation of the Merger (as defined in Section 4(f) below), Executive’s base salary shall be $120,000 per annum.”

2.

Amendment to Section 4(f). Section 4(f) of the Employment Agreement is hereby amended in its entirety to read as follows:

“(f) Upon the consummation of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger dated June 17, 2009 between WebMD Health and the Company (the “Merger Agreement”), the Executive shall continue as an employee, executive officer and Chairman of the Board of WebMD Health, as the surviving company in the Merger. Notwithstanding anything to the contrary contained in this Agreement, the Executive will be entitled to the payments and other benefits specified in Sections 5.3(a)(i), (ii) and (iii) below in accordance with, and payable as provided in, the

	terms of such subsections, subject to Section 5.8 and the provisos at the end of Section 5.3(a), at such time as the Executive’s employment terminates for any reason or no reason, whether by WebMD Health or the Executive. The payments under Section 5.3(a)(i) and (ii) will be calculated as if the Executive’s employment was terminated without Cause immediately prior to the consummation of the Merger. For the sake of clarity, (i) the annual base salary for purposes of calculating the severance benefit in Section 5.3(a)(i) is $975,000 and (ii) assuming that the consummation of the Merger occurs in 2009, the Applicable Bonus Amount (as defined in Section 5.3(a)(ii)) shall be $933,333.34 (the average of the annual bonuses for 2006, 2007 and 2008). During the period in which the Executive is serving as Chairman, his equity compensation will remain outstanding and continue to vest and the provisions of Sections 4 and 5 will continue to apply at such time as his employment terminates and/or the occurrence of a Change of Control.”
3.	No Consulting Services. Notwithstanding anything to the contrary contained in the Employment Agreement, you shall not be required to perform any consulting services to HLTH or WebMD in the event of any termination of your employment. Accordingly, the second and third sentences of Section 5.3(a) are hereby deleted and replaced with the following:
	“If the Company terminates the Employment Period without Cause, the Company shall have the following obligations to Executive during the period commencing on the date of termination and ending on the third anniversary thereof (the “Payment Period”).
	In addition, all references to the “Consulting Period” or the “Applicable Period” shall be deemed references to the “Payment Period” and Section 5.3(c) is hereby deleted in its entirety.
4.	Amendment to Section 5.4(c). The last sentence of Section 5.4(c) is hereby amended by deleting the last word “Code” and replacing it with “Internal Revenue Code of 1986, as amended (the “Code”)”
5.	Effect on the Employment Agreement. Except as set forth herein, the Employment Agreement remains in full force and effect. All references to the Employment Agreement shall be deemed references to the Employment Agreement as amended hereby.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of July 9, 2009.

		HLTH CORPORATION
		By:	/s/ Lewis H. Leicher Lewis H. Leicher
			Senior Vice President
			/s/ Martin J. Wygod
			Martin J. Wygod
ACKNOWLEDGED AND
AGREED
WEBMD HEALTH CORP.
By:	/s/ Douglas W. Wamsley
	Douglas W. Wamsley
	Executive Vice President

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