-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NEwrY861l5004Tn6vgg7kEFn7PXjMiI5MvwhsV/1tqgiBrjVpWzNiN0Bdz0HoJnf 7C7DQoNjdJx7lFuYW0GbHQ== 0000950144-07-008731.txt : 20070920 0000950144-07-008731.hdr.sgml : 20070920 20070920164002 ACCESSION NUMBER: 0000950144-07-008731 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070918 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070920 DATE AS OF CHANGE: 20070920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HLTH CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 071127398 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: EMDEON CORP DATE OF NAME CHANGE: 20051018 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 8-K 1 g09579e8vk.htm HLTH CORPORATION HLTH CORPORATION
 

 
 
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
September 18, 2007
 
Date of Report (Date of earliest event reported)
HLTH 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))
 
 

 


 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     At the 2007 Annual Meeting of Stockholders of WebMD Health Corp. (which we refer to as WHC) held on September 18, 2007, stockholders of WHC approved an amendment to WHC’s 2005 Long-Term Incentive Plan (which we refer to as the WHC 2005 Plan). The amendment increased the number of shares of WHC Class A Common Stock issuable under the WHC 2005 Plan by 1,850,000 shares, to a total of 9,000,000 shares. The Registrant owns approximately 84% of the outstanding common stock of WHC. On August 14, 2007, WHC filed a Proxy Statement relating to its 2007 Annual Meeting. To the extent required by Item 5.02 of Form 8-K, the disclosures regarding the WHC 2005 Plan and the amendment in “Proposal 2” in that Proxy Statement and the copy the 2005 Plan attached as Annex E to that Proxy Statement are incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K.
Item 8.01.   Other Events
     On September 18, 2007, the Registrant issued a press release regarding the selection of ViPS, a subsidiary of the Registrant, as an information technology partner by the Centers for Medicare and Medicaid Services (CMS) in its new contracting vehicle named Enterprise Systems Development, or ESD. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated by reference in this Item 8.01.
Item 9.01.   Financial Statements and Exhibits
     (d) Exhibits
          The following exhibit is filed herewith:
     
Exhibit    
Number   Description
 
   
99.1
  Press Release, dated September 18, 2007, announcing award to ViPS of Enterprise Systems Development Contract by the Centers for Medicare and Medicaid Services

2


 

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: September 20, 2007  By:   /s/ Lewis H. Leicher    
    Lewis H. Leicher   
    Senior Vice President   
 

3


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
99.1
  Press Release, dated September 18, 2007, announcing award to ViPS of Enterprise Systems Development Contract by the Centers for Medicare and Medicaid Services

 

EX-99.1 2 g09579exv99w1.htm EX-99.1 PRESS RELEASE DATED SEPTEMBER 18, 2007 EX-99.1 PRESS RELEASE DATED SEPTEMBER 18, 2007
 

EXHIBIT 99.1
(HLTH LOGO)
HLTH Contacts:    
Investors:   Media:
Risa Fisher
rfisher@hlth.com
201-414-2002
  Jennifer Newman
jnewman@hlth.com
212-624-3912
VIPS AWARDED ENTERPRISE SYSTEMS DEVELOPMENT (ESD) CONTRACT BY CMS
ESD Contract Vehicle makes ViPS Member of Select Group of Companies Permitted to Bid as Prime
Contractor on IT Development Work For CMS Over The Next 10 Years
Maximum of $4 Billion in Contract Value to be Awarded under ESD
ELMWOOD PARK, NJ (September 18, 2007) — HLTH Corporation’s (NASDAQ: HLTH) ViPS subsidiary today announced that ViPS has been selected as an information technology partner by the Centers for Medicare and Medicaid Services (CMS) in its new contracting vehicle named Enterprise Systems Development, or ESD. CMS is expected to procure a majority of their information technology development work for the next ten years under this new contract. CMS set a maximum ceiling of $4 billion on the value of contracts to be awarded under this vehicle. ViPS is one of 8 large business awardees.
The ESD contract is part of CMS’ vision to achieve a transformed and modernized healthcare system for its Medicare and Medicaid beneficiaries. CMS is faced with the challenge of responding to emerging healthcare IT trends, such as Federal Interoperability Standards, electronic and personal health records, transparency, new payment models, consumer-driven healthcare and regional and national health information networks.
The ESD partnering environment will focus on establishing and maintaining a collaborative business arrangement between CMS and its select partners, including ViPS, to advance performance, improve care quality and create value-driven, transparent healthcare in the United States.
“We are proud that CMS considers ViPS a partner who has long demonstrated a commitment to CMS and the public healthcare programs the agency administers,” stated Art Lehrer, President, ViPS. “We have a unique knowledge in the healthcare business and a strong reputation for delivering timely, high quality services. We are confident that we can provide the technical leadership to meet the demands of the future opportunities resulting from the ESD contract.”
About HLTH Corporation
HLTH Corporation’s (Nasdaq: HLTH) businesses are comprised of WebMD Health Corp. (Nasdaq: WBMD), ViPS and Porex. WebMD provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. ViPS provides healthcare data management, analytics, decision- support and process automation solutions and related information technology services to governmental, Blue Cross Blue Shield and commercial healthcare payers. ViPS’ solutions and services help its clients improve patient outcomes, increase customer satisfaction

 


 

and reduce costs. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications. In addition, HLTH owns a 48% minority interest in Emdeon Business Services, which provides solutions that automate the revenue and payment cycle for healthcare payers and providers.
###
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: our expectations concerning market opportunities and our ability to capitalize on them; and the amount and timing of the benefits expected from the contractual relationship referred to in this press release and from other potential sources of additional revenue. These statements speak only as of the date of this press release and are based on our current plans and expectations, and they 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: governmental contracting relationships generally as well as those relating specifically to governmental contracting relationships for the types of services provided by ViPS; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

 

GRAPHIC 3 g09579g0957901.gif GRAPHIC begin 644 g09579g0957901.gif M1TE&.#EA*``T`/<``.[S]92PQF2-M+_1X#!AFL32XE!XJ3-LHDQ)2CT[.UE7 M5W5R<_'P\5ENSQ]-'>ZD=$19.OR,_= MZ<'0W>KP]&B3N/?V]KR[N]+BZ^/BXM?B[!A/D/CZ^S,Q,EY;7,S=Z(*AP+_1 MWO7X^;O-V>_O[^_T]A9,C=S;VTY+3+N[NO#U]G6:OE2%L/S\_/GZ^\+4XN[S M]L/!P?CX^/O[^]O:VCHX.2Q@F?#T]DIWJ*^NKE)/4'=U=9&RST9#1'5RUMO+V^1=.CS=GGN?FYO[^_L[.S7IX>(>LR$$^/\_#?WNSR]M+>Z,_-SFR/M;3%U\73X]KDZ?O\_)Z7)DX(\'0(,*)2,P)LNY M1NL.'%1D[-Z^<`'3)8F6!B3#8?V25'PV*R@_0""[E?S7+$[+!>`>YDSY,\'0 MFOF2]HSUM.C(DDNW'HA:+VR_L@4+K,WV=F+6ND'Q+CDZ-G#&H%\+K"2@N?/G M+H[/3)Y:Y>+IKJM7#(P\NVV0W+'3_U8."I&G\^C3AY&.=CC)O0)6SZWLO;?` M^,;GFQZ?&C]N]M1]!XI_O^DWVV[D$3A6;MWQ)Z""9`%8'W$#0<@2@^(AV)]\ MX:E!Q(3O5+288(TEI&(*#02["=Z,E M4)@!"(_DU?'@:&("$WD.A(`"%%"@@`06(+```Z`@8,
-----END PRIVACY-ENHANCED MESSAGE-----