-----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, TMJn4BC5LW/+52Z6mhYwGa4clr3AbGdHU6bvYIOk+z/OjSFSaKgEfhPL8GxqN46x MQ/CFBmp/dUotMFgchK/PA== 0000950144-02-005715.txt : 20020516 0000950144-02-005715.hdr.sgml : 20020516 20020516123355 ACCESSION NUMBER: 0000950144-02-005715 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020516 EFFECTIVENESS DATE: 20020516 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88420 FILM NUMBER: 02654523 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 S-8 1 g76368s-8.htm WEBMD CORPORATION s-8
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As filed with the Securities and Exchange Commission on May 16, 2002

Registration No. 333-           


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

WEBMD CORPORATION
(Exact name of Registrant as specified in its charter)

     
Delaware   94-32366444
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)

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

(Address of Principal Executive Offices)

WEBMD CORPORATION 2001 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
STOCK OPTION AGREEMENT BETWEEN WEBMD CORPORATION AND MARVIN P. RICH
STOCK OPTION AGREEMENTS BETWEEN WEBMD CORPORATION AND CERTAIN INDIVIDUALS
STOCK OPTION AGREEMENT BETWEEN WEBMD CORPORATION AND WAYNE GATTINELLA

(Full title of the plan)


CHARLES A. MELE
Executive Vice President, General Counsel and Secretary
WebMD Corporation
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Name and address of agent for service)

(201) 703-3400
(Telephone number, including area code, of agent for service)


 


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CALCULATION OF REGISTRATION FEE

                                   
Title of   Amount   Proposed Maximum   Proposed Maximum   Amount of
Securities to be   to be   Offering Price Per   Aggregate   Registration
Registered   Registered(1)   Share   Offering Price   Fee

 
 
 
 
Common Stock par value $0.0001 per share:
                               
To be issued for awards under the
                               
 
WebMD Corporation
    12,546,042     $ 3.8712 (2)   $ 48,568,237.79     $ 4,468.28  
 
2001 Employee Stock
    203,958     $ 6.465 (3)   $ 1,318,588.47     $ 121.31  
 
Option Plan
    12,750,000             $ 49,886,826.26     $ 4,589.59  
To be issued for awards under the  
  Stock Option Agreement between WebMD Corporation and Marvin P. Rich     750,000     $ 6.00 (4)   $ 4,500,000     $ 414       
To be issued for awards under the Stock  
  Option Agreements between WebMD Corporation and Certain Individuals     4,000,000 (5)   $ 12.75 (6)   $ 51,000,000     $ 4,692       
To be issued for awards under the Stock  
  Option Agreement between WebMD Corporation and Wayne Gattinella     600,000     $ 4.81 (7)   $ 2,886,000     $ 265.51  
Total
    18,100,000       N/A       N/A       9,961.10  


(1)   For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement has been broken down into four subtotals.
 
(2)   Pursuant to Rule 457(h), the offering price is $3.8712 per share of WebMD Corporation (the “Registrant”) common stock, which is the weighted average exercise price of the options outstanding under the WebMD Corporation 2001 Employee Stock Option Plan (the “2001 Employee Option Plan”) as of March 31, 2002.
 
(3)   Pursuant to Rule 457(c) and 457(h), the offering price is $6.465 per share of the Registrant’s common stock, based on the average of the high and low prices of the Registrant’s common stock on the Nasdaq National Market consolidated reporting system on May 10, 2002, and is estimated solely for the purpose of calculating the registration fee.
 
(4)   Pursuant to Rule 457(h), the offering price is $6.00 per share of the Registrant’s common stock, which is the per share exercise price of outstanding options granted pursuant to the Stock Option Agreement between the Registrant and Marvin P. Rich (the “Marv Rich Stock Option Agreement”) dated September 12, 2000.
 
(5)   Represents 100,000 shares to David Amburgey, 200,000 shares to Kevin Cameron, 100,000 shares to Kirk G. Layman, 200,000 shares to Charles A. Mele, 200,000 shares to James Mercer, 200,000 shares to Anthony Vuolo and 3,000,000 shares to Martin J. Wygod.
 
(6)   Pursuant to Rule 457(h), the offering price is $12.75 per share of the Registrant’s common stock, which is the per share exercise price of outstanding options granted pursuant to the Stock Option Agreements between the Registrant and Certain Individuals dated August 21, 2000 (the “Individual Stock Option Agreements”).
 
(7)   Pursuant to Rule 457(h), the offering price is $4.81 per share of the Registrant’s common stock, which is the per share exercise price of outstanding options granted pursuant to the Stock Option Agreement between the Registrant and Wayne Gattinella dated August 20, 2001 (the “Wayne Gattinella Stock Option Agreement”).

 


Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits
Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (WAYNE GATTINELLA)
OPINION OF LEWIS H. LEICHER
CONSENT OF ERNST & YOUNG LLP


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Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*


*   Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (hereinafter, the“Securities Act”), and the “Note” to Part I of Form S-8.

 


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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents which have been filed or will be filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the“Exchange Act”), are incorporated as of their respective dates in this Registration Statement by reference and shall be deemed to be a part hereof:

     
(i)   the Registrant’s Annual Report on Form 10-K for year ended December 31, 2001; filed on March 25, 2002 and amended on April 30, 2002;
 
(ii)   the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002;
 
(iii)   the Registrant’s Current Report on Form 8-K filed on March 26, 2002; and
 
(iv)   the description of the common stock, par value $0.0001 per share under the heading “Description of Capital Stock,” contained in the Registrant’s Amended Registration Statement on Form S-1 filed with the Commission on February 4, 1999.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Lewis H. Leicher, Esq. is an officer of the Registrant and holds options to purchase shares of the Registrant’s common stock, including options granted under the 2001 Employee Option Plan.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that a

 


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corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made against expenses in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

     The Registrant’s certificate of incorporation and by-laws provide that it shall, to the maximum extent permitted under Delaware law, indemnify any director or officer of the corporation who is or was made a party to any action or proceeding by reason of the fact that he or she is or was an agent of the corporation, against liability incurred in connection with such action or proceeding. The Registrant has entered into agreements with its directors, executive officers and some of its other officers implementing such indemnification. In addition, the Registrant’s certificate of incorporation limits, to the fullest extent permitted by Delaware law, the liability of directors for monetary damages for breach of fiduciary duty. The Registrant may also purchase and maintain insurance policies insuring its directors and officers against certain liabilities they may incur in their capacity as directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits

     See attached Exhibit list.

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
 
       (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
 
       (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 


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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elmwood Park, State of New Jersey, on May 15, 2002.

         
        WEBMD CORPORATION
 
    By:   /s/ Anthony Vuolo
     
        Name: Anthony Vuolo
Title: Executive Vice President and Chief Financial           Officer

 


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POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles A. Mele and Anthony Vuolo, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign and file (1) any and all amendments (including post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith and (2) a registration statement, and any and all amendments thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, agent or their substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated.

         
Signature   Title   Date

 
 
/s/ Martin J. Wygod

  Chairman of the Board of Directors and   May 14, 2002
Martin J. Wygod   Chief Executive Officer    
         
/s/ Anthony Vuolo

  Executive Vice President and   May 14, 2002
Anthony Vuolo   Chief Financial Officer    
 
/s/ Mark J. Adler   Director   May 14, 2002

       
Mark J. Adler        
 
/s/ Paul A. Brooke   Director   May 14, 2002

       
Paul A. Brooke        
 
/s/ L. John Doerr   Director   May 14, 2002

       
L. John Doerr        
         
/s/ Michael A. Singer

  Director   May 14, 2002
Michael A. Singer        
 
/s/ James V. Manning   Director   May 14, 2002

       
James V. Manning        
 
/s/ Herman Sarkowsky   Director   May 14, 2002

       
Herman Sarkowsky        
 
/s/ Joseph E. Smith   Director   May 14, 2002

       
Joseph E. Smith        

 


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EXHIBIT INDEX

     
Exhibit No.   Description of Document

 
4.1   Tenth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on September 13, 2000), as amended by Certificate of Change of Registered Agent and Location of Registered Office (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001)
 
4.2   Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001)
 
4.3   Description of the Registrant’s Capital Stock (incorporated by reference to the Registrant’s Amended Registration Statement on Form S-1 filed with the Commission on February 4, 1999, File No. 333-81268)
 
4.4   WebMD Corporation 2001 Employee Non-Qualified Stock Option Plan, as Amended on November 28, 2001 (incorporated by reference to Exhibit 10.46 of the Registrant’s Amendment on Form 10-K/A filed April 30, 2002)
 
4.5*   Stock Option Agreement between Registrant and Marvin P. Rich dated September 12, 2000
 
4.6   Amended and Restated Stock Option Agreement dated August 21, 2000 between Registrant (as successor to Medical Manager Corporation) and Martin J. Wygod (incorporated by reference to Exhibit 10.19 to the Registrant’s Amendment on Form 10-K/A filed April 30, 2002)
 
4.7   Form of Amended and Restated Stock Option Agreement dated August 21, 2000 between Registrant (as successor to Medical Manager Corporation) and certain individuals (incorporated by reference to Exhibit 10.54 to the Registrant’s Amendment on Form 10-K/A filed April 30, 2002)
 
4.8*   Stock Option Agreement between the Registrant and Wayne Gattinella dated August 20, 2001
 
5*   Opinion of Lewis H. Leicher, Esq., Assistant General Counsel of the Registrant, as to the legality of the securities registered hereby
 
23.1*   Consent of Ernst & Young LLP
 
23.2   Consent of Lewis H. Leicher, Esq., Assistant General Counsel of the Registrant (included in Exhibit 5)
 
24   Power of Attorney (included on the signature pages to this Registration Statement)

*   Filed herewith.

  EX-4.5 3 g76368ex4-5.txt STOCK OPTION AGREEMENT EXHIBIT 4.5 STOCK OPTION AGREEMENT dated as of September 12, 2000 (the "Agreement") between MEDICAL MANAGER CORPORATION, a Delaware corporation (the "Company"), and the other party signatory hereto (the "Participant"). WHEREAS, Section 4.4 of the Amended and Restated Employment Agreement dated as of June 18, 2000 (the "Employment Agreement") by and among the Company, CareInsite, Inc. ("CareInsite") and the Participant, provides for the grant to the Participant of a nonqualified stock option to purchase 300,000 shares of common stock, $.01 par value, of the Company (the "Common Shares") upon the terms and conditions hereinafter set forth and in the Employment Agreement, subject to the consummation of the transactions contemplated by the Agreement and Plan of Merger dated February 13, 2000 between Medical Manager and Healtheon/WebMD Corporation, a Delaware corporation ("Healtheon") as amended by Amendment No. 1 thereto, dated as of June 18, 2000 (collectively the "Medical Manager Agreement"); NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: 1. Confirmation of Grant of Option; Effectiveness. Pursuant to a determination by the Stock Option Committee (the "Committee") of the Board of Directors of the Company (the "Board"), the Company hereby confirms that the Participant has been granted, effective as of the date hereof (the "Date of Grant"), and subject to the terms and conditions of this Agreement and the Employment Agreement, a nonqualified stock option (the "Option") to purchase that number of Common Shares specified at the foot of the signature page hereof, upon payment of the Option Price specified at the foot of the signature page hereof. The Option shall be exercisable as hereinafter provided. In the event that the Effective Time (as defined in the Medical Manager Agreement) does not occur, the Option shall be null and void. 2. Certain Restrictions. The Option may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of, except by will or the laws of descent and distribution; provided, however, that the Committee may, subject to such terms and conditions as the Committee shall specify, permit the transfer of the Option to the Participant's family members, to one or more trusts established in whole or in part for the benefit of one or more of such family members or to any other entity that is owned by such family members. During the Participant's lifetime, the Option shall be exercisable only by the Participant or by the Participant's guardian or legal representative. Each transferee of the Option by will or the laws of descent and distribution shall, as a condition to the transfer thereof, execute an agreement pursuant to which it shall become a party to this Agreement. Any attempt to sell, transfer, assign, pledge or otherwise encumber or dispose of the Option, contrary to the provisions of this Agreement, and any levy, attachment or similar process upon an Option shall be null and void and without effect, and the Board or the Committee may, in its discretion, upon the happening of any such event, terminate the Option as of the date of such event. 3. Terms and Conditions of Option. The Option evidenced hereby is subject to the following terms and conditions: (a) Vesting. Subject to Section 3(b) of this Agreement, the Participant's Option shall vest and become exercisable ("Vested Options") in accordance with the following schedule:
Anniversary of % of Option Effective Time Exercisable --------------------------------------- 1st 50% 2nd 75% 3rd 100%
(b) Option Period. (i) The Option shall not be exercisable following the tenth anniversary of the Date of Grant, and shall be subject to earlier termination as provided below. (ii) In the event that the Participant's service as an Employee is deemed terminated by the Company upon the death of the Participant, or the Participant becoming Disabled (as defined in Section 5.2(b) of the Employment Agreement), the Option shall remain outstanding and continue to vest as set forth above, and shall otherwise be treated as if the Participant remained employed by the Company or CareInsite during the Applicable Period (as defined in Section 5.2(a)(i) of the Employment Agreement), provided, however, that the continuation of vesting and exercisability of the Option shall cease on the occurrence of a material breach of the covenants set forth in Section 6 of the Employment Agreement. (iii) In the event the Optionee's service as an Employee is terminated by the Company or any Subsidiary for Cause or by the Optionee without Good Reason (as such terms are defined in Sections 5.1(b) and 5.5(b), respectively, of the Employment Agreement), (y) the unvested portion of the Option shall terminate immediately and the Optionee shall have no right after such termination to exercise such unvested portion of the Option and (z) the Vested Options shall remain outstanding and exercisable for 90 days following the Optionee's termination. (iv) In the event that the Optionee's service as an Employee is terminated by the Company without Cause or the Participant terminates his employment with the Company for Good Reason, the Option shall become fully vested and exercisable as of the date on which his employment terminates, and shall remain exercisable by the Participant until the tenth anniversary of the date of grant, provided, however, that if the Participant incurs a Good Reason event prior to the first anniversary of the Effective Time and the Participant resigns his employment or his employment is terminated for Cause by the Surviving Corporation (as defined in the preambles to the Employment Agreement) or CareInsite prior to the first anniversary of the Effective Time, the Participant shall forfeit the Option and shall be required to disgorge to the Surviving Corporation any gains realized on the exercise of such Option (except to the extent that such Option was already vested prior to the Participant incurring a Good Reason event). Provided, further, that the continuation of vesting and exercisability of the Option shall 2 cease on the occurrence of any material breach of the covenants contained in Section 6 of the Employment Agreement. (c) Notice of Exercise. Subject to Sections 3(d), 3(f) and 5(b) hereof, the Participant may exercise any or all of the Vested Options (to the extent not forfeited) by giving written notice to the Vice President of Finance of the Company at its principal business office. The date of exercise of the Vested Options shall be the later of (i) the date on which the Vice President of Finance of the Company receives such written notice or (ii) the date on which the conditions provided in Sections 3(d), 3(f) and 5(b) hereof are satisfied. (d) Payment. Prior to the issuance of a certificate pursuant to Section 3(g) hereof evidencing Common Shares, the Participant shall have paid to the Company the Option Price of all Common Shares purchased pursuant to exercise of the Option, in cash or by certified or official bank check, and all applicable tax withholding obligations as provided in Section 5(b) of this Agreement. The Option Price may also be payable by a "cashless" exercise procedure through a broker and approved by the Committee. (e) Shareholder Rights. The Participant shall have no rights as a shareholder with respect to any Common Shares issuable upon the exercise of the Option until a certificate or certificates evidencing such shares shall have been issued to the Participant, and no adjustment shall be made for dividends or distributions or other rights in respect of any share for which the record date is prior to the date upon which the Participant shall become the holder of record thereof. (f) Limitation on Exercise. (i) The Common Shares issued upon exercise of the Option shall be issued only to the Participant or a person permitted to exercise the Option pursuant to Section 3(b)(ii). Each share certificate representing Common Shares purchased upon exercise of the Option shall bear a legend stating that the Common Shares evidenced thereby may not be sold or transferred except in compliance with the Securities Act of 1933, as amended (the "1933 Act") and the provisions of this Agreement. The certificate(s) may be made subject to a stop transfer order placed with the Company's transfer agent. (ii) The Option shall not be exercisable unless and until (A) a registration statement under the 1933 Act has been duly filed and declared effective pertaining to the Common Shares subject to such Option and such Common Shares shall have been qualified under applicable state "blue sky" laws, or (B) the Committee in its sole discretion determines that such registration and qualification is not required as a result of the availability of an exemption from such registration and qualification under such laws. The Company shall use all reasonable efforts to file a registration statement with the Securities and Exchange Commission on Form S-8 with respect to the Common Shares subject to an Option on or prior to the date on which such Option becomes exercisable. The Company shall have no obligation to issue any Common Shares pursuant to the exercise of an Option if the Company reasonably determines at the time of such exercise that the issuance of Common Shares at such time would violate applicable law with respect to insider trading or otherwise, or then existing policies of the Company 3 applicable to employees of the Company or its Subsidiaries holding options to purchase Common Shares. (g) Issuance of Certificate. As soon as practicable following the exercise of any Option, a certificate evidencing the number of Common Shares issued in connection with such exercise shall be issued in the name of the Participant. 4. Representations and Warranties. The Participant is aware of and familiar with the restrictions imposed on the transfer of any Option. The Participant represents that this Agreement has been duly executed and delivered by the Participant and constitutes a legal, valid and binding agreement of the Participant, enforceable against the Participant in accordance with its terms, except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and by general principles of equity. It shall be a further condition to the Company's obligation to issue and deliver to the Participant certificates for Common Shares upon exercise of an Option that the Participant deliver to the Company in writing a representation that the Participant is exercising such Option for his own account and, unless the Common Shares are then registered under the 1933 Act, for investment only and not with a view to distribution and that the Participant will not make any sale, transfer or other disposition of any Common Shares purchased except (i) pursuant to the registration thereof under the 1933 Act, (ii) pursuant to an opinion of counsel satisfactory in form and substance to the Company that the sale, transfer or other disposition may be made without registration, or (iii) pursuant to a "no-action" letter from the Securities and Exchange Commission. The Participant has been advised and understands that the Common Shares must be held indefinitely unless they are registered for resale under the 1933 Act or an exemption from registration is available. 5. Miscellaneous. (a) No Rights to Grants or Continued Employment. Neither this Agreement nor any action taken or omitted to be taken hereunder or thereunder shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company, CareInsite or any of their subsidiaries or affiliates, or to interfere with or to limit in any way the right of the Company, CareInsite or any of their subsidiaries or affiliates to terminate the employment of the Participant at any time. The Participant shall have no rights in the benefits conferred by the Option or in any Common Shares except to the extent the Option is exercised while vested and exercisable and otherwise in accordance with the terms of this Agreement. Termination of the Option by reason of cessation of employment shall not give rise to any claim for damages by the Participant under this Agreement or the Employment Agreement and shall be without prejudice to any rights or remedies which the Company, CareInsite or any of their subsidiaries or affiliates may have against the Participant. (b) Tax Withholding. The Company and its subsidiaries shall have the right to require the Participant to remit to the Company, prior to the delivery of any certificates evidencing Common Shares pursuant to the exercise of an Option, any amount sufficient to satisfy any federal, state or local tax withholding requirements. With the consent of the Company in its sole discretion, prior to the Company's determination of such withholding liability, the Participant may make an irrevocable election to satisfy, in whole or in part, such 4 obligation to remit taxes by directing the Company to withhold Common Shares that would otherwise be received by the Participant. Such election may be denied by the Company in its sole discretion, or may be made subject to certain conditions specified by the Company, including, without limitation, conditions intended to avoid the imposition of liability against the Participant under Section 16(b) of the Exchange Act. (c) No Restriction on Right of Company to Effect Corporate Changes. This Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital structure or business of the Company, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Shares or the rights thereof or which are convertible into or exchangeable for Common Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise. (d) Notice of Exercise. Notwithstanding any other provision of this Agreement, the Company may, from time to time, require reasonable notice of the Participant's intent to exercise all or a portion of the Option in order for the Company to comply with any applicable securities laws, including, without limitation, Regulation M under the Exchange Act. The Company shall not be liable for any adverse change in the market value of the Common Shares during any such notice period. 6. Adjustment. (a) The number and price per Common Share covered by the Option, and any other rights under the Option, shall be appropriately adjusted, as deemed appropriate by the Board or the Committee, as the case may be (whose good faith determination shall be absolute and binding on the Participant), to reflect any subdivision (stock split) or consolidation (reverse split) of the issued Common Shares, or any other recapitalization of the Company, or any business combination or other transaction involving the Company, which shall substantially affect the rights of holders of Common Shares. The Committee or the Board, as the case may be, shall provide for appropriate adjustment of the Option in the event of stock dividends or distributions of assets or securities of other companies owned by the Company to stockholders relating to Common Shares for which the record date is prior to the date the Common Shares purchased by exercise of the Option are issued or transferred, except that no such adjustment shall be made for stock dividends of 10% or less (cumulatively, in the aggregate) or cash dividends. (b) In the event of a change in the presently authorized Common Shares which is limited to a change of all of its presently authorized Common Shares into the same number of shares without par value, or any change of all of the then authorized Common Shares with par value into the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be Common Shares for purposes hereof, and no change in the number of Common Shares covered by the Option or in the Option Price shall take place. 5 7. Survival; Assignment. (a) All agreements, representations and warranties made herein and in any certificates delivered pursuant hereto shall survive the issuance to the Participant of the Option and the Common Shares and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant's or the Company's behalf, shall continue in full force and effect. Without the prior written consent of the Company, the Participant may not assign any of his rights hereunder except by will or the laws of descent and distribution. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party; and all agreements herein by or on behalf of the Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto. (b) The Company shall have the right to assign to any of its affiliates any of its rights, or to delegate to any of its affiliates any of its obligations, under this Agreement. 8. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or sent by certified or registered mail, return receipt requested, postage prepaid, addressed, if to the Participant, to his attention at the most recent mailing address that the Company has on record and, if to the Company, to it at River Drive Center 2, 669 River Drive, Elmwood Park, New Jersey 07407-1361, Telecopier No.: (201) 703-3401, Attention: Vice President of Finance. All such notices shall be conclusively deemed to be received and shall be effective, if sent by hand delivery, upon receipt, or if sent by registered or certified mail, on the fifth day after the day on which such notice is mailed. 9. Waiver. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. 10. Source of Rights. This Agreement and the Employment Agreement shall be the sole and exclusive source of any and all rights which the Participant, and the Participant's personal representatives or heirs at law, may have in respect of the Option as granted hereunder. 11. Captions. The captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 12. Interpretation and Construction. The good faith interpretation and construction by the Board or by the Committee of any provision of this Agreement or any provision of the Employment Agreement relating to the Option shall be final and conclusive and binding on the parties hereto. 13. Entire Agreement; Governing Law. This Agreement and the Employment Agreement set forth the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The 6 headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey without reference to the choice of law provisions of New Jersey law. 7 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Participant has executed this Agreement, both as of the day and year first above written. MEDICAL MANAGER CORPORATION By: /s/ Authorized Signatory -------------------------------- Name: Title: PARTICIPANT /s/ Marvin P. Rich ------------------------------------ MARVIN P. RICH Number of Options: 300,000 Option Price: $15 per Common Share 8
EX-4.8 4 g76368ex4-8.txt STOCK OPTION AGREEMENT (WAYNE GATTINELLA) EXHIBIT 4.8 STOCK OPTION AGREEMENT dated as of August 20, 2001 (the "Agreement") between WebMD Corporation, a Delaware corporation (the "Company"), and Wayne Gattinella (the "Participant"). WHEREAS, the Letter Agreement dated as of August 20, 2001 (the "Letter Agreement") by and among the Company and the Participant, provides for the grant to the Participant of a nonqualified stock option to purchase 600,000 shares of common stock, $.001 par value, of the Company (the "Common Shares") upon the terms and conditions hereinafter set forth and in the Letter Agreement; NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: 1. Confirmation of Grant of Option; Effectiveness. Pursuant to a determination by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"), the Company hereby confirms that the Participant has been granted, effective as of the date hereof (the "Date of Grant"), and subject to the terms and conditions of this Agreement and the Letter Agreement, a nonqualified stock option (the "Option") to purchase that number of Common Shares specified at the foot of the signature page hereof, upon payment of the Option Price specified at the foot of the signature page hereof. The Option shall be exercisable as hereinafter provided. 2. Certain Restrictions. The Option may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of, except by will or the laws of descent and distribution; provided, however, that the Committee may, subject to such terms and conditions as the Committee shall specify, permit the transfer of the Option to the Participant's family members, to one or more trusts established in whole or in part for the benefit of one or more of such family members or to any other entity that is owned by such family members. During the Participant's lifetime, the Option shall be exercisable only by the Participant or by the Participant's guardian or legal representative. Each transferee of the Option by will or the laws of descent and distribution shall, as a condition to the transfer thereof, execute an agreement pursuant to which it shall become a party to this Agreement. Any attempt to sell, transfer, assign, pledge or otherwise encumber or dispose of the Option, contrary to the provisions of this Agreement, and any levy, attachment or similar process upon an Option shall be null and void and without effect, and the Board or the Committee may, in its discretion, upon the happening of any such event, terminate the Option as of the date of such event. 3. Terms and Conditions of Option. The Option evidenced hereby is subject to the following terms and conditions: (a) Vesting. Subject to Section 3(b) of this Agreement, the Participant's Option shall vest and become exercisable ("Vested Options") in accordance with the following schedule:
Anniversary of % of Option Effective Time Exercisable 1st 25% 2nd 50% 3rd 75% 4th 100%
(b) Option Period. (i) The Option shall not be exercisable following the tenth anniversary of the Date of Grant, and shall be subject to earlier termination as provided below. (ii) In the event the Participant's employment with the Company and its subsidiaries is terminated by the Company for Cause or by the Participant without Good Reason (as such terms are defined on Annex A attached to the Letter Agreement), (y) the unvested portion of the Option shall terminate immediately and the Participant shall have no right after such termination to exercise such unvested portion of the Option and (z) the Vested Options shall remain outstanding and exercisable for 90 days following the termination of the Participant's employment. (iii) In the event that the Participant's employment with the Company and its subsidiaries is terminated by the Company without Cause or the Participant terminates his employment with the Company for Good Reason, subject to the conditions set forth in the Letter Agreement, the Option shall, to the extent unvested, continue to vest and remain exercisable as if the Participant remained in the employ of the Company until the first anniversary of the date of such termination. (iv) In the event that the Participant remains in the employ of the Company and its subsidiaries through the first anniversary of a Change in Control (as such term is defined on Annex A attached to the Letter Agreement), 75% of the unvested portion of the Option shall vest and become exercisable on the one year anniversary of such Change in Control. (v) In the event that following a Change in Control the Participant's employment with the Company and its subsidiaries is terminated by the Company without Cause or by the Participant for Good Reason prior to the one year anniversary date of a Change in Control, subject to the conditions set forth in the Letter Agreement, 75% of the unvested portion of the Option shall vest and become exercisable upon the Participant's termination. (c) Notice of Exercise. Subject to Sections 3(d), 3(f) and 5(b) hereof, the Participant may exercise any or all of the Vested Options (to the extent not forfeited) by giving written notice to the Finance Department of the Company at its principal business office. The date of exercise of the Vested Options shall be the later of (i) the date on which the Finance Department of the Company receives such written notice or (ii) the date on which the conditions provided in Sections 3(d), 3(f) and 5(b) hereof are satisfied. 2 (d) Payment. Prior to the issuance of a certificate pursuant to Section 3(g) hereof evidencing Common Shares, the Participant shall have paid to the Company the Option Price of all Common Shares purchased pursuant to exercise of the Option, in cash or by certified or official bank check, and all applicable tax withholding obligations as provided in Section 5(b) of this Agreement. The Option Price may also be payable by a "cashless" exercise procedure through a broker and approved by the Committee. (e) Shareholder Rights. The Participant shall have no rights as a shareholder with respect to any Common Shares issuable upon the exercise of the Option until a certificate or certificates evidencing such shares shall have been issued to the Participant, and no adjustment shall be made for dividends or distributions or other rights in respect of any share for which the record date is prior to the date upon which the Participant shall become the holder of record thereof. (f) Limitation on Exercise. (i) The Common Shares issued upon exercise of the Option shall be issued only to the Participant or a person permitted to exercise the Option pursuant to Section 2. Each share certificate representing Common Shares purchased upon exercise of the Option shall bear a legend stating that the Common Shares evidenced thereby may not be sold or transferred except in compliance with the Securities Act of 1933, as amended (the "1933 Act") and the provisions of this Agreement. The certificate(s) may be made subject to a stop transfer order placed with the Company's transfer agent. (ii) The Option shall not be exercisable unless and until (A) a registration statement under the 1933 Act has been duly filed and declared effective pertaining to the Common Shares subject to such Option and such Common Shares shall have been qualified under applicable state "blue sky" laws, or (B) the Committee in its sole discretion determines that such registration and qualification is not required as a result of the availability of an exemption from such registration and qualification under such laws. The Company shall use all reasonable efforts to file a registration statement with the Securities and Exchange Commission on Form S-8 with respect to the Common Shares subject to the Option on or prior to the date on which such Option becomes exercisable. The Company shall have no obligation to issue any Common Shares pursuant to the exercise of the Option if the Company reasonably determines at the time of such exercise that the issuance of Common Shares at such time would violate applicable law with respect to insider trading or otherwise, or then existing policies of the Company applicable to employees of the Company or its subsidiaries holding options to purchase Common Shares. (g) Issuance of Certificate. As soon as practicable following the exercise of the Option, a certificate evidencing the number of Common Shares issued in connection with such exercise shall be issued in the name of the Participant. 4. Representations and Warranties. The Participant is aware of and familiar with the restrictions imposed on the transfer of the Option. The Participant represents that this Agreement has been duly executed and delivered by the Participant and constitutes a legal, valid and binding agreement of the Participant, enforceable against the Participant in accordance with 3 its terms, except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and by general principles of equity. It shall be a further condition to the Company's obligation to issue and deliver to the Participant certificates for Common Shares upon exercise of the Option that the Participant deliver to the Company in writing a representation that the Participant is exercising such Option for his own account and, unless the Common Shares are then registered under the 1933 Act, for investment only and not with a view to distribution and that the Participant will not make any sale, transfer or other disposition of any Common Shares purchased except (i) pursuant to the registration thereof under the 1933 Act, (ii) pursuant to an opinion of counsel satisfactory in form and substance to the Company that the sale, transfer or other disposition may be made without registration, or (iii) pursuant to a "no-action" letter from the Securities and Exchange Commission. The Participant has been advised and understands that the Common Shares must be held indefinitely unless they are registered for resale under the 1933 Act or an exemption from registration is available. 5. Miscellaneous. (a) No Rights to Grants or Continued Employment. Neither this Agreement nor any action taken or omitted to be taken hereunder or thereunder shall be deemed to create or confer on the Participant any right to be retained in the employ of the Company, or to interfere with or to limit in any way the right of the Company, to terminate the employment of the Participant at any time. The Participant shall have no rights in the benefits conferred by the Option or in any Common Shares except to the extent the Option is exercised while vested and exercisable and otherwise in accordance with the terms of this Agreement and the Letter Agreement. Termination of the Option by reason of cessation of employment shall not give rise to any claim for damages by the Participant under this Agreement or the Letter Agreement and shall be without prejudice to any rights or remedies which the Company, may have against the Participant. (b) Tax Withholding. The Company and its subsidiaries shall have the right to require the Participant to remit to the Company, prior to the delivery of any certificates evidencing Common Shares pursuant to the exercise of the Option, any amount sufficient to satisfy any federal, state or local tax withholding requirements. With the consent of the Company in its sole discretion, prior to the Company's determination of such withholding liability, the Participant may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Common Shares that would otherwise be received by the Participant. Such election may be denied by the Company in its sole discretion, or may be made subject to certain conditions specified by the Company, including, without limitation, conditions intended to avoid the imposition of liability against the Participant under Section 16(b) of the Securities and Exchange Act of 1934, as amended. (c) No Restriction on Right of Company to Effect Corporate Changes. This Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital structure or business of the Company, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the 4 Common Shares or the rights thereof or which are convertible into or exchangeable for Common Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise. (d) Notice of Exercise. Notwithstanding any other provision of this Agreement, the Company may, from time to time, require reasonable notice of the Participant's intent to exercise all or a portion of the Option in order for the Company to comply with any applicable securities laws, including, without limitation, Regulation M under the Exchange Act. The Company shall not be liable for any adverse change in the market value of the Common Shares during any such notice period. 6. Adjustment. (a) The number and price per Common Share covered by the Option, and any other rights under the Option, shall be appropriately adjusted, as deemed appropriate by the Board or the Committee, as the case may be (whose good faith determination shall be absolute and binding on the Participant), to reflect any subdivision (stock split) or consolidation (reverse split) of the issued Common Shares, or any other recapitalization of the Company, or any business combination or other transaction involving the Company, which shall substantially affect the rights of holders of Common Shares. The Committee or the Board, as the case may be, shall provide for appropriate adjustment of the Option in the event of stock dividends or distributions of assets or securities of other companies owned by the Company to stockholders relating to Common Shares for which the record date is prior to the date the Common Shares purchased by exercise of the Option are issued or transferred, except that no such adjustment shall be made for stock dividends of 10% or less (cumulatively, in the aggregate) or cash dividends. (b) In the event of a change in the presently authorized Common Shares which is limited to a change of all of its presently authorized Common Shares into the same number of shares without par value, or any change of all of the then authorized Common Shares with par value into the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be Common Shares for purposes hereof, and no change in the number of Common Shares covered by the Option or in the Option Price shall take place. 7. Survival. All agreements, representations and warranties made herein and in any certificates delivered pursuant hereto shall survive the issuance to the Participant of the Option and the Common Shares and, notwithstanding any investigation heretofore or hereafter made by the Participant or the Company or on the Participant's or the Company's behalf, shall continue in full force and effect. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party; and all agreements herein by or on behalf of the Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto. 5 8. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or sent by certified or registered mail, return receipt requested, postage prepaid, addressed, if to the Participant, to his attention at the most recent mailing address that the Company has on record and, if to the Company, to it at River Drive Center 2, 669 River Drive, Elmwood Park, New Jersey 07407-1361, Telecopier No.: (201) 703-3401, Attention: VP-Finance. All such notices shall be conclusively deemed to be received and shall be effective, if sent by hand delivery, upon receipt, or if sent by registered or certified mail, on the fifth day after the day on which such notice is mailed. 9. Waiver. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. 10. Source of Rights. This Agreement and the Letter Agreement shall be the sole and exclusive source of any and all rights which the Participant, and the Participant's personal representatives or heirs at law, may have in respect of the Option as granted hereunder. 11. Captions. The captions contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 12. Entire Agreement; Governing Law. This Agreement and the Letter Agreement set forth the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey without reference to the choice of law provisions of New Jersey law. 6 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Participant has executed this Agreement, both as of the day and year first above written. WEBMD CORPORATION By: /s/ Authorized Signatory ---------------------------------------- Name: Title: PARTICIPANT /s/ Wayne Gattinella ---------------------------------------- WAYNE GATTINELLA Number of Options: 600,000 Option Price: $4.81 per Common Share(1) - --------- (1) The Option Price is the closing price of the Common Share on the Date of Grant. 7
EX-5 5 g76368ex5.txt OPINION OF LEWIS H. LEICHER EXHIBIT 5 [LETTERHEAD OF WEBMD CORPORATION] May 15, 2002 Board of Directors WebMD Corporation 669 River Drive, Center 2 Elmwood Park, New Jersey 07407 Gentlemen: I am the Assistant General Counsel of WebMD Corporation, a Delaware corporation (the "WebMD"), and have acted as counsel for WebMD with respect to the filing by WebMD with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") covering the issuance of up to 18,100,000 shares of WebMD common stock, par value $0.0001 per share (the "Shares"). Based on my review of WebMD's organizational documents, the option plans pursuant to which the Shares are issuable and such other documents and records as I have deemed necessary and appropriate, I am of the opinion that: 1. WebMD is duly formed and validly existing as a corporation in good standing under the laws of the State of Delaware. 2. The Shares have been duly authorized for issuance, and, when sold, issued and paid for as contemplated by the Registration Statement, the Shares will have been validly and legally issued and will be fully paid and nonassessable under the laws of the State of Delaware. As to questions of fact material to the opinion expressed below, I have, when relevant facts were not independently established by me, relied upon certificates of officers of WebMD or other evidence satisfactory to me. In all such examinations, I have assumed the genuineness of all signatures on original and certified documents, the authenticity of all documents submitted to me as original documents and the conformity to original or certified documents submitted to me as copies. I express no opinion as to the laws or any matters governed by any laws of any jurisdiction other than the laws of the State of Delaware. The opinions herein are based on the laws of the State of Delaware in effect on the date hereof. I am furnishing this opinion in connection with the filing of the Registration Statement with the Commission and this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my express written consent. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Lewis H. Leicher ------------------------------------------- Lewis H. Leicher, Esq. Assistant General Counsel EX-23.1 6 g76368ex23-1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the WebMD Corporation 2001 Employee Stock Option Plan, the Stock Option Agreement between WebMD Corporation and Marvin P. Rich, the Stock Option Agreement between WebMD Corporation and certain individuals and the Stock Option Agreement between WebMD Corporation and Wayne Gattinella of our reports dated February 28, 2002, with respect to the consolidated financial statements and schedule of WebMD Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ---------------------------------- ERNST & YOUNG LLP New York, New York May 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----