-----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, I2ysZOiGT2wF9TxyBuZF6HxXT+Q7yWAn677tcXTkLExJur7KgjBQ1Xjx0HFf9EB9 x3fOFMPcoGN/6+6qKbnwyA== 0000950144-03-007812.txt : 20030617 0000950144-03-007812.hdr.sgml : 20030617 20030617151308 ACCESSION NUMBER: 0000950144-03-007812 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030615 ITEM INFORMATION: Other events FILED AS OF DATE: 20030617 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: 03747257 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 g83418e8vk.htm WEBMD CORPORATION WEBMD CORPORATION
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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

June 15, 2003


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
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)

 


SIGNATURE


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      All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, including those regarding: the amount and timing of benefits expected from the acquisition referred to in this Form 8-K; the expected time of completion of the acquisition; potential changes in WebMD’s business relationships; future deployment of applications; and other potential sources of additional revenue. These statements are based on WebMD’s current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of WebMD’s products and services; operational difficulties relating to combining acquired companies and businesses; WebMD’s ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries, including matters relating to the Health Insurance Portability and Accountability Act of 1996 (HIPAA); and the ability of WebMD to attract and retain qualified personnel. Further information about these matters can be found in WebMD’s other Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements.

*       *       *       *

      ITEM 5.       OTHER EVENTS

      On June 15, 2003, we entered into a definitive agreement to acquire Advanced Business Fulfillment, Inc., a privately held company based in St. Louis, Missouri. Advanced Business Fulfillment, which we refer to as ABF, provides healthcare paid-claims communication services for third party administrators and health insurers.

      We have agreed to pay $110 million in cash at closing for all of the outstanding capital stock of ABF and have agreed to pay up to an additional $150 million beginning in April 2004 if certain milestones are achieved. The additional payment may be made over a three year period in WebMD common stock or, at our option in certain circumstances, in cash.

      The completion of the acquisition is conditioned upon the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and is subject to other customary conditions. We expect to complete the transaction in the early part of the third quarter of 2003.

      ABF provides services that allow health benefits administrators to outsource print-and-mail activities by sending an electronic feed to ABF. ABF then creates a customized processing rule set for the administrator and integrates a Web-based suite of management tools to facilitate the distribution of checks, remittance advice, and explanations of benefits (EOB). ABF augments our WebMD Envoy segment’s existing capabilities for remittance advice and EOB and complements its broad suite of print and electronic transaction services. For the year ended December 31, 2002, ABF reported revenues of $63 million and pre-tax income of $8 million. ABF provides services to more than 300 healthcare payers.

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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: June 17, 2003   By:         /s/ Lewis H. Leicher
       
        Lewis H. Leicher
Senior Vice President

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