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

September 3, 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-99.1 PRESS RELEASE DATED SEPTEMBER 3, 2003

EX-99.2 PRESS RELEASE DATED SEPTEMBER 3, 2003

     All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements. These statements are based on WebMD’s current plans and expectations and involve risks and uncertainties, including those described in our other SEC filings.

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

     Attached hereto as Exhibit 99.1 and 99.2 and incorporated by reference herein are press releases issued by WebMD Corporation on September 3, 2003.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c)     Exhibits

      The following exhibits are filed herewith:

99.1 First Press Release issued by WebMD Corporation, dated September 3, 2003

99.2 Second Press Release issued by WebMD Corporation, dated September 3, 2003

2

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: September 3, 2003	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher Senior Vice President

3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	First Press Release issued by WebMD Corporation, dated September 3, 2003
99.2	Second Press Release issued by WebMD Corporation, dated September 3, 2003

EX-99.1 3 g84820exv99w1.htm EX-99.1 PRESS RELEASE DATED SEPTEMBER 3, 2003

EXHIBIT 99.1

PRESS RELEASE

WebMD Announcement

NEW YORK, NY—September 3, 2003—WebMD Corporation announced today that a search warrant was issued in connection with an investigation being conducted by the Department of Justice with respect to the dealer acquisition program of the company’s physician services segment, WebMD Medical Manager, and the company’s 1999 $5.5 million financial restatement.

WebMD believes that the search warrant was based on misleading information from two terminated employees who WebMD has sued for taking improper kickbacks. The company believes that it has not violated any laws.

WebMD intends to fully cooperate with the authorities in this matter and does not expect that there will be any impact on the company’s operations.

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.

     CONTACT: WebMD

           Jennifer Meyer, 212/624-3912
           jmeyer@webmd.net

     SOURCE: WebMD

EX-99.2 4 g84820exv99w2.htm EX-99.2 PRESS RELEASE DATED SEPTEMBER 3, 2003

EXHIBIT 99.2

PRESS RELEASE

Contacts:
Investors:
Risa Fisher
rfisher@webmd.net
201-414-2002

Media:
Jennifer Meyer
jmeyer@webmd.net
212-624-3912

WEBMD RESPONDS TO NASDAQ REQUEST

ELMWOOD PARK, N.J. (September 3, 2003) — WebMD announced today that Federal Bureau of Investigations and Internal Revenue Service agents executed search warrants today at its offices in Elmwood Park, NJ, Tampa, FL and Alachua, FL. WebMD believes that the search warrants relate principally to financial reporting issues at the Company’s Medical Manager subsidiary, including the $5.5 million financial restatement taken in 1999, and revenue recognition issues including those related to the dealer acquisition program of the Medical Manager subsidiary. WebMD intends to fully cooperate with the authorities in this matter, and does not believe that it has violated any laws.

In response to a request from NASDAQ for additional information, WebMD is providing the following information:

In August 1999, the company announced that it would restate the previously reported results of its Medical Manager subsidiary, which it acquired in July 1999, for the six months ended immediately prior to the acquisition. The company determined at the time that the accounting treatment previously accorded to five transactions involving the bulk sales of software licenses entered into concurrently with business combinations and other related transactions should be restated to reflect the software license revenues as a reduction of the acquisition price of the related transactions. At the time, the company also noted that the transactions represented $5,532,000 of revenue and $3,502,000 of net income for the six months ended June 30, 1999.

WebMD believes that the investigation leading to the search warrants executed today may have been initiated by former employees of its Medical Manager subsidiary. Earlier this year, WebMD commenced lawsuits against two former employees in the U.S. District Court for the Middle District of Florida and in Tennessee State Court, and each of the employees was terminated for cause.

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. These statements are based on WebMD’s current plans and expectations and involve risks and uncertainties, including those described in our SEC filings.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

EX-99.1 PRESS RELEASE DATED SEPTEMBER 3, 2003

EX-99.2

EX-99.2 PRESS RELEASE DATED SEPTEMBER 3, 2003