8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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)

TABLE OF CONTENTS

EX-99.3 PRESS RELEASE DATED JULY 7, 2003

     This Amendment No. 1 is being filed to add Exhibit 99.3 to this Current Report on Form 8-K, originally filed on June 20, 2003, and to make related changes to Item 5.

*                *                *               *

     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. Attached hereto as Exhibit 99.3 and incorporated by reference herein is a press released issued by WebMD on July 7, 2003 regarding completion of the private placement of an additional $50 million aggregate principal amounts of the notes pursuant to an option exercised by the initial purchaser of the notes. The offering was made only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933.

     ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

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

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

99.3 Press Release issued by WebMD Corporation, dated July 7, 2003

* Previously filed.

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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: July 7, 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*
99.3	Press Release issued by WebMD Corporation, dated July 7, 2003

* Previously filed.

4 EX-99.3 3 g83734exv99w3.htm EX-99.3 PRESS RELEASE DATED JULY 7, 2003

Exhibit 99.3

FOR IMMEDIATE DISTRIBUTION

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

WEBMD CORPORATION COMPLETES SALE OF AN ADDITIONAL
$50 MILLION OF 1.75% CONVERTIBLE SUBORDINATED NOTES

ELMWOOD PARK, NJ (July 7, 2003) — WebMD Corporation (NASDAQ: HLTH) announced today that it has completed the private placement of an additional $50 million aggregate principal amount of its 1.75% Convertible Subordinated Notes due 2023 pursuant to an option exercised by the initial purchaser of the notes. WebMD issued $300 million aggregate principal amount of the notes on June 25, 2003.

The offering of notes was made only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. 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.

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EX-99.3

EX-99.3 PRESS RELEASE DATED JULY 7, 2003