-----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, BrbXALat+DYR/O1LR1XgrkQ+tW7rkg65/w9tl9mBrj3/XejbzCbf1SITirDfgOI6 WLsJAZnRu5RRaf208wqkbg== 0000950144-02-002716.txt : 20020415 0000950144-02-002716.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950144-02-002716 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020325 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBMD CORP /NEW/ 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 02585337 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 8-K 1 g75030e8-k.txt WEBMD CORPORATION 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 MARCH 25, 2002 -------------------------------------------------------------------- Date of Report (Date of earliest event reported) WEBMD CORPORATION -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-24975 94-3236644 ------------------------------- ------------------------ ------------------------------------ (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation)
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) ITEM 5. OTHER EVENTS On March 25, 2002, the Registrant issued a press release announcing that it has agreed to sell $300 million aggregate principal amount of 3.25% Convertible Subordinated Notes due 2007 in a private offering. The Registrant has also granted the initial purchaser an option to purchase up to an additional $45 million aggregate principal amount of Notes to cover over-allotments. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit is filed herewith: 99.1 Press Release issued by WebMD Corporation dated March 25, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, WebMD Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WEBMD CORPORATION Dated: March 26, 2002 By: /s/ Lewis H. Leicher --------------------------------- Lewis H. Leicher Senior Vice President EXHIBIT INDEX 99.1 Press Release issued by WebMD Corporation dated March 25, 2002. EX-99.1 3 g75030ex99-1.txt PRESS RELEASE DATED MARCH 25, 2002 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Investors: Media: - --------- ----- Risa Fisher Jennifer Meyer rfisher@webmd.net jmeyer@webmd.net 201-703-3415 212-624-3912 WEBMD CORPORATION ANNOUNCES PRICING OF CONVERTIBLE NOTES OFFERING ELMWOOD PARK, NJ (MARCH 25, 2002) - WebMD Corporation (NASDAQ: HLTH) today announced that it has agreed to sell $300 million aggregate principal amount of 3.25% Convertible Subordinated Notes due 2007 in a private offering. WebMD has also granted the initial purchaser an option to purchase up to an additional $45 million aggregate principal amount of Notes to cover over-allotments. The offering of the Notes is expected to close on April 1, 2002. The Notes will be convertible into shares of WebMD's common stock at a conversion price of $9.263. WebMD intends to use the net proceeds of the offering for general corporate purposes, which may include the funding of acquisitions and repurchases of shares of its common stock, and for working capital. The Notes will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. ABOUT WEBMD WebMD Corporation provides services that help physicians, consumers, providers and health plans navigate the complexity of the healthcare system. Our products and services streamline administrative and clinical processes, promote efficiency and reduce costs by facilitating information exchange, communication and electronic transactions between healthcare participants. WebMD Medical Manager is the leading provider of physician practice management software and related services. WebMD Envoy is the leading provider of electronic data interchange services for healthcare providers and commercial health plans. WebMD Health, through the WebMD Medscape Health Network, is the leading provider of online information, research, educational services and communities for physicians and consumers. The foregoing information regarding WebMD's sale of Convertible Subordinated Notes contains forward-looking statements. These statements reflect management's assessment based on currently available information, but are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, WebMD's ability to consummate the sale of the Notes and the risks described in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for its 2001 fiscal year and other filings. Actual results could differ materially from these forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----