8-K

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 19, 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)

     All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, including those regarding: WebMD’s ability to consummate the sale of the notes referred to in this Current Report; 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

     Attached hereto as Exhibits 99.1 and 99.2 and incorporated by reference herein are press releases issued by WebMD Corporation on June 19, 2003 and June 20, 2003, respectively, regarding the private placement of $300 million aggregate principal amount of 1.75% Convertible Subordinated Notes due 2023. The offering was made only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. WebMD has granted the initial purchaser an option to purchase up to an additional $50 million aggregate principal amount of notes.

     ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits
	The following exhibits are filed herewith:

99.1	Press Release issued by WebMD Corporation, dated June 19, 2003
99.2	Press Release issued by WebMD Corporation, dated June 20, 2003

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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 20, 2003	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release issued by WebMD Corporation, dated June 19, 2003
99.2	Press Release issued by WebMD Corporation, dated June 20, 2003

4 EX-99.1 3 g83478exv99w1.htm EX-99.1 PRESS RELEASE DATED 6-19-03

EXHIBIT 99.1

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Meyer
rfisher@webmd.net	jmeyer@webmd.net
201-414-2002	212-624-3912

WEBMD CORPORATION TO OFFER CONVERTIBLE SUBORDINATED NOTES

ELMWOOD PARK, NJ (June 19, 2003) — WebMD Corporation (NASDAQ: HLTH) today announced that it intends to offer $300 million of Convertible Subordinated Notes due 2023. WebMD also expects to grant the initial purchasers an option to purchase up to an additional $50 million aggregate principal amount of notes.

The notes will be convertible into shares of WebMD’s common stock if the sale price of WebMD’s common stock exceeds certain levels and in certain other circumstances. WebMD intends to use the net proceeds for general corporate purposes, which may include acquisitions, repurchases of its common stock and for working capital.

The notes and the common stock of WebMD issuable upon conversion of 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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction.

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 Health is the leading provider of online information, educational services and communities for physicians and consumers. WebMD Medical Manager is the leading provider of physician practice management software and related services. WebMD Envoy is the leader in payer and healthcare provider transaction processing and reimbursement cycle management services.

Porex is a developer, manufacturer and distributor of proprietary porous and solid plastic products and components used in healthcare, industrial and consumer applications.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding WebMD’s ability to consummate the sale of the notes; our guidance on future financial results and other projections or measures of future performance of WebMD; the amount and timing of the benefits expected from strategic initiatives and acquisitions; 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 Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements.

EX-99.2 4 g83478exv99w2.htm EX-99.2 PRESS RELEASE DATED 6-20-03

EXHIBIT 99.2

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Meyer
rfisher@webmd.net	jmeyer@webmd.net
201-414-2002	212-624-3912

WEBMD CORPORATION COMPLETES SALE OF $300 MILLION OF 1.75% CONVERTIBLE
 
SUBORDINATED NOTES

ELMWOOD PARK, NJ (June 20, 2003) —WebMD Corporation (NASDAQ: HLTH) announced today that it has completed the private placement of $300 million aggregate principal amount of 1.75% Convertible Subordinated Notes due 2023. The offering of notes was made only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. WebMD has granted the initial purchaser an option to purchase up to an additional $50 million aggregate principal amount of notes.

Interest on the notes is payable semiannually on June 15 and December 15 of each year, commencing December 15, 2003. WebMD will also pay contingent interest of 0.25% per annum to the holders of the notes during specified six-month periods, commencing with the six-month period beginning on June 15, 2010, if the average trading price of a note for the specified period equals 120% or more of the principal amount of the note.

The notes are convertible into shares of WebMD’s common stock at an initial conversion price of $15.39 per common share if the sale price of WebMD’s common stock exceeds certain levels for specified periods and in certain other circumstances. The initial conversion price represents a premium of approximately 35% over the closing price of WebMD’s common stock on June 19, 2003. The notes were issued and sold in the offering at 100% of the principal amount.

WebMD intends to use the net proceeds from the private placement for general corporate purposes, which may include acquisitions, repurchases of its common stock and for working capital.

After June 20, 2010, WebMD may, at its option, redeem the notes for cash at 100% of the principal amount of the notes plus any accrued and unpaid interest. The notes are redeemable by WebMD after June 15, 2008 and prior to June 20, 2010, subject to certain conditions, including the sale price of WebMD’s common stock exceeding certain levels for specified periods.

Holders of the notes may require WebMD to repurchase their notes on June 15, 2010, June 15, 2013 and June 15, 2018, for cash and upon a change of control of WebMD, at WebMD’s option, for cash or shares of its common stock at a price equal to 100% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest.

The notes and the common stock of WebMD issuable upon conversion of 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.

Consummation of the sale of the notes is subject to customary closing conditions, and there can be no assurance that the offering of the notes will be consummated. Closing is scheduled for June 25, 2003.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction.

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 Health is the leading provider of online information, educational services and communities for physicians and consumers. WebMD Medical Manager is the leading provider of physician practice management software and related services. WebMD Envoy is the leader in payer and healthcare provider transaction processing and reimbursement cycle management services.

Porex is a developer, manufacturer and distributor of proprietary porous and solid plastic products and components used in healthcare, industrial and consumer applications.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding WebMD’s ability to consummate the sale of the notes; our guidance on future financial results and other projections or measures of future performance of WebMD; the amount and timing of the benefits expected from strategic initiatives and acquisitions; 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 Securities and Exchange Commission filings. WebMD expressly disclaims any intent or obligation to update these forward-looking statements.

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EX-99.1

EX-99.1 PRESS RELEASE DATED 6-19-03

EX-99.2

EX-99.2 PRESS RELEASE DATED 6-20-03