8-K

UNITED STATES
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

August 24, 2005

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)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
	Item 3.02. Unregistered Sales of Equity Securities
	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE ANNOUNCING THE PRICING OF THE REGISTRANT'S 3-1/8% CONVERTIBLE SENIOR NOTES DUE 2025

Item 1.01. Entry into a Material Definitive Agreement

     To the extent required by Item 1.01 of Form 8-K, the information contained in or incorporated by reference into Item 8.01 of this Current Report is hereby incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     To the extent required by Item 2.03 of Form 8-K, the information contained in or incorporated by reference into Item 8.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities

     To the extent required by Item 3.02 of Form 8-K, the information contained in or incorporated by reference into Item 8.01 of this Current Report is hereby incorporated by reference into this Item 3.02.

Item 8.01. Other Events

     The information contained in Exhibit 99.1 to this Current Report is incorporated by reference into this Item 8.01. On August 30, 2005, the Registrant completed the private placement of $300 million aggregate principal amount of its 3¹/8% Convertible Notes due 2025 (the “Notes”) and entered into an Indenture and a Registration Rights Agreement with respect to the Notes. Copies of the Indenture (which will contain a copy of the form of the Notes) and the Registration Rights Agreement will be filed as exhibits to this Current Report and, upon such filing, are hereby incorporated by reference into this Item 8.01. In the Registration Rights Agreement, we have agreed, for the benefit of the holders of the Notes and the shares of our common stock issuable upon conversion of the Notes, that we will, at our expense:

•  file with the SEC, within 120 days, a shelf registration statement covering resales of those securities;

•  use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”) within 180 days; and

•  use our reasonable best efforts to keep effective the shelf registration statement until the earliest of (i) the sale of all outstanding securities registered under the shelf registration statement; (ii) the expiration of the period referred to in Rule 144(k) of the Securities Act with respect to the Notes held by persons who are not affiliates of the Registrant; and (iii) two years after the effective date of the shelf registration statement.

We will be permitted to suspend the use of the prospectus that is part of the shelf registration statement during certain prescribed periods of time for reasons relating to pending corporate developments, public filings with the SEC and other events.

Item 9.01. Financial Statements and Exhibits

     (c)      Exhibits

     The following exhibits are filed or furnished herewith:

     99.1 Press release announcing the pricing of the Registrant’s 3¹/8% Convertible Notes due 2025

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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: August 30, 2005	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release announcing the pricing of the Registrant’s 31/8% Convertible Notes due 2025

4

EX-99.1

EXHIBIT 99.1

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

EMDEON CORPORATION ANNOUNCES PRICING OF
$300 MILLION OF 3¹/8% CONVERTIBLE SENIOR NOTES DUE 2025

ELMWOOD PARK, NJ (August 24, 2005) – WebMD Corporation (NASDAQ:HLTH), now operating as Emdeon Corporation, today announced the pricing of its private placement of $300 million aggregate principal amount of 3¹/8% Convertible Senior Notes due 2025. The offering of notes is being made only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. Emdeon has granted the initial purchaser an option to purchase up to an additional $45 million aggregate principal amount of notes, solely to cover over-allotments. Emdeon 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.

Interest on the notes is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2006. Emdeon 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 September 1, 2012 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 Emdeon’s common stock at an initial conversion price of $15.57 per common share at any time prior to the maturity of the notes, provided that Emdeon may at its option deliver, in lieu of shares of its common stock, cash or a combination of cash and shares of its common stock. The initial conversion price represents a premium of approximately 35% over the closing price of Emdeon’s common stock on August 24, 2005.

On or after September 5, 2010, Emdeon may, at its option, redeem all or a portion of the notes for cash.

Holders of the notes may require Emdeon to repurchase their notes on September 1, 2012, September 1, 2015 and September 1, 2020, for cash, and upon a change of control of Emdeon 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 Emdeon 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. Settlement is expected to occur on August 30, 2005.

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 Emdeon

Emdeon (Nasdaq: HLTH) is a leading provider of business, technology and information solutions that transform both the financial and clinical aspects of healthcare delivery. At the core of Emdeon’s vision is the commitment to connect providers, payers, employers, physicians and consumers in order to simplify business processes, to provide actionable knowledge at the right time and place and to improve healthcare quality.

Emdeon Business Services provides revenue cycle management and clinical communication solutions that enable payers, providers and patients to improve healthcare business processes. Emdeon Practice Services provides physician practice management and electronic health record software and services that increase practice efficiency and enhance patient care. WebMD Health provides health information services for consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. Porex is a developer, manufacturer and distributor of proprietary porous 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: guidance on our future financial results and other projections or measures of our future performance; the planned initial public offering of WebMD Health equity; the amount and timing of the benefits expected from strategic initiatives and acquisitions or from deployment of new or updated technologies, products, services or applications; the prospects for new applications of porous plastics and other porous media; and other potential sources of additional revenue. These statements are based on our 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 our products and services; operational difficulties relating to combining acquired companies and businesses; our ability to form and maintain mutually beneficial relationships with customers and strategic partners; customer relations and operations challenges resulting from the change in our corporate name and branding; 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 our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.