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

Date of Report (Date of earliest event reported): June 26, 2007

HLTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-24975	94-3236644
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		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))

Item 1.02. Termination of a Material Definitive Agreement

     To the extent required by Item 1.02 of Form 8-K, the information contained or incorporated by reference in Item 8.01 of this Current Report is incorporated by reference in this Item 1.02.

Item 3.02. Unregistered Sales of Equity Securities

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

Item 8.01. Other Events.

     On June 26, 2007, the Registrant elected to redeem all outstanding shares of its Convertible Redeemable Exchangeable Preferred Stock (the “Preferred Stock”). As of the date of this Current Report, 9,940 shares of the Preferred Stock were outstanding and all such shares were held by CalPERS/PCG Corporate Partners, LLC. The aggregate amount of the liquidation preference for those shares is $99,400,000. A summary of the redemption procedures relating to the Preferred Stock is set forth in the Notice of Redemption, a copy of which is filed as Exhibit 99.1 to this Current Report and which is incorporated by reference in this Item 8.01. The Notice of Redemption sets July 9, 2007 as the redemption date.

     At any time prior to 5:00 p.m., New York City time, on July 6, 2007, holders of Preferred Stock may convert their shares into HLTH Common Stock, in accordance with the provisions of the Certificate of Designations for the Preferred Stock. If all of the outstanding shares of Preferred Stock are converted, 10,574,468 shares of HLTH Common Stock would be issuable (determined by dividing the aggregate liquidation preference by $9.40, in accordance with the terms of the Certificate of Designations). Such shares would be issued in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933. To the extent that holders of the Preferred Stock do not convert their shares into HLTH Common Stock, the shares of Preferred Stock will be redeemed for cash on July 9, 2007 at a redemption price of 105% of the liquidation preference thereof (or $10,500 per share). The source of any cash required for the redemption will be cash on hand and proceeds from sales of marketable debt securities that the Registrant currently owns.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
	The following exhibit is filed herewith:

Exhibit
Number	Description
99.1	Redemption Notice, dated June 26, 2007, for the Registrant’s Convertible Redeemable Exchangeable Preferred Stock

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HLTH CORPORATION
Dated: June 27, 2007	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Redemption Notice, dated June 26, 2007, for the Registrant’s Convertible Redeemable Exchangeable Preferred Stock

EX-99.1

Exhibit 99.1

CONFORMED COPY

REDEMPTION NOTICE
issued to
CALPERS/PCG CORPORATE PARTNERS, LLC
for the
CONVERTIBLE REDEEMABLE EXCHANGEABLE PREFERRED STOCK
of
HLTH CORPORATION
(formerly known as Emdeon Corporation and WebMD Corporation)

Notice is hereby given that HLTH Corporation (the “Company”) has called for redemption and will redeem on Monday, July 9, 2007 (the “Redemption Date”) all of its Convertible Redeemable Exchangeable Preferred Stock (the “Preferred Shares”) outstanding at a redemption price of 105% of the Liquidation Preference of the Preferred Shares (the “Redemption Price”), payable in cash (or $10,500.00 in cash per Preferred Share), without interest, in accordance with Section 6(a) of the Certificate of Designations for the Preferred Shares, as amended (the “Certificate of Designations”). A summary of the redemption procedures relating to the Preferred Shares is set forth below. You should refer to the Certificate of Designations for a complete description of your rights. Terms not defined in this Notice have the meanings assigned to them in the Certificate of Designations.

Payment of the Redemption Price will be made during usual business hours, upon presentation and surrender for payment to the Company of the certificate[s] representing the Preferred Shares, at the following address:

HLTH Corporation
669 River Drive, Center 2, Third Floor
Elmwood Park, NJ 07407
Attn:	Charles A. Mele
	Executive Vice President — General Counsel

The method of delivery is at the option and risk of the holder, but if mail is used, registered mail or certified mail, properly insured, is suggested.

The right to convert the Preferred Shares into common stock, $0.0001 par value (the “Common Stock”), of the Company will expire at 5:00 p.m., New York City time, on Friday, July 6, 2007, the last business day prior to the Redemption Date (the “Conversion Expiration Date”), unless the Company shall default in making payment of the Redemption Price then due, in which case the right of the holder to convert its Preferred Shares shall terminate on the date such default is cured and the Preferred Stock is redeemed. Until 5:00 p.m., New York City time, on the Conversion Expiration Date, each holder of the Preferred Shares may convert any whole shares of its Preferred Shares into the number of shares of Common Stock determined by dividing the Liquidation Preference of such Preferred Shares by $9.40. No fractional shares will be issued and cash adjustments will be made therefor as provided in the Certificate of Designations.

Holders of the Preferred Shares who want to convert their Preferred Shares must satisfy the requirements in Section 7 of the Certificate of Designations. To convert the Preferred Shares, a holder must, prior to 5:00 p.m., New York City time, on the Conversion Expiration Date, complete and sign the Notice of Conversion, and surrender such Notice of Conversion and certificates representing such Preferred Shares to be converted to American Stock Transfer & Trust Company, 6201 15^th Avenue, 2^nd Floor, Brooklyn, NY 11219, Attn: Marianela Patterson, and furnish appropriate endorsements and transfer documents if required by the Company.

Unless the Company defaults in making such redemption payment, on and after the Redemption Date all rights of the holders of the Preferred Shares will cease and terminate, excepting only the right to receive the Redemption Price therefor but without further notice.

Holders of Preferred Shares who desire to redeem their Preferred Shares or who do not surrender their Preferred Shares for conversion prior to 5:00 p.m., New York City time, on the Conversion Expiration Date must surrender such Preferred Shares to the Company in order to collect the Redemption Price.

If any Preferred Shares are not surrendered for conversion or redemption, such Preferred Shares shall be deemed to be redeemed, and the Redemption Price shall be deemed due and payable, on the Redemption Date, payment therefor being subject to presentation and surrender to the Company of the certificate[s] representing such Preferred Shares. No interest will be payable on such amounts.

All inquiries with respect to the surrender of Preferred Shares should be made directly to: Charles A. Mele, Executive Vice President — General Counsel of the Company at the address above or at 201-703-3426.

***

Failure to surrender Preferred Shares for conversion before 5:00 p.m., New York City time, on the Conversion Expiration Date will result in the redemption of such Preferred Shares. Such Preferred Shares, however, must be surrendered to the Company to collect the Redemption Price.

HLTH CORPORATION
By:	/s/ Charles A. Mele
	Charles A. Mele
	Executive Vice President —      General Counsel

June 26, 2007

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