425

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 12, 2008
Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-51547	20-2783228
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 Eighth Avenue
New York, New York 10011
(Address of principal executive offices, including zip code)

(212) 624-3700
(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):

þ   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 1.01. Entry into a Material Definitive Agreement

Agreement to Acquire Marketing Technology Solutions Inc.

     On September 12, 2008, WebMD Health Corp. (“WebMD”) and one of its wholly-owned subsidiaries (the “WebMD Subsidiary”) entered into an Agreement and Plan of Merger (the “MTS Acquisition Agreement”) with Marketing Technology Solutions Inc. (“MTS”). The MTS Acquisition Agreement provides for the merger of the WebMD Subsidiary with and into MTS, with MTS continuing as the surviving corporation and as a wholly owned subsidiary of WebMD. We refer to this transaction as the “MTS Acquisition.” The MTS Acquisition, which is subject to customary closing conditions, is expected to close within the next 30 days.

     The MTS Acquisition Agreement provides for a purchase price of $50 million in cash to be paid at closing (subject to adjustment based on net working capital at closing) plus up to an additional $25 million in cash to be paid if certain performance thresholds are achieved by MTS relating to calendar year 2009. The parties to the MTS Acquisition Agreement have agreed that $6.5 million of the purchase price will be placed into escrow at closing as security for effecting indemnification payments, if any, to WebMD under the MTS Acquisition Agreement.

     A copy of WebMD’s press release relating to the MTS Acquisition Agreement is filed as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

* * *

Amendment No. 2 to Merger Agreement between HLTH and WebMD

     On September 12, 2008, HLTH Corporation and WebMD entered into Amendment No. 2 to the Agreement and Plan of Merger that they had entered into on February 20, 2008 and previously amended on May 6, 2008 by Amendment No. 1. Amendment No. 2 implements the following changes to the existing Merger Agreement:

• in connection with WebMD’s entry into the MTS Acquisition Agreement, the definition of “Available Cash” in the Merger Agreement was amended so that, for purposes of the closing condition in the Merger Agreement relating to the amount of cash and investments required to be held by the combined company immediately following the merger, the required amount will be reduced by up to $50 million, to the extent used to consummate the MTS Acquisition; and

• the date after which the parties would each have the right the terminate the Merger Agreement was extended from October 31, 2008 to December 31, 2008 in order to allow additional time, if needed, to complete the process of seeking stockholder approval of the Merger Agreement and the transactions contemplated thereby..

A copy of Amendment No. 2 is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.

Additional Information About the Proposed Merger of HLTH and WebMD and Where to Find It:

     In connection with the proposed merger of HLTH and WebMD, HLTH and WebMD have filed, with the SEC, a preliminary proxy statement/prospectus as part of a registration statement regarding the proposed merger. Investors and security holders are urged to read the preliminary proxy statement/prospectus because it contains important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the preliminary proxy statement/prospectus at www.sec.gov or www.hlth.com or www.wbmd.com and may obtain a free copy of the definitive proxy statement/prospectus at the same Web sites when it is filed. Investors and security holders are urged to read the definitive proxy statement/prospectus and other relevant material before making any voting or investment decisions with respect to the Merger.

2

Participants in the Merger

     HLTH, WebMD, their directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of HLTH and WebMD and their respective interests in the proposed transactions has been set forth or incorporated by reference in the preliminary proxy statement/prospectus that HLTH and WebMD have filed with the SEC in connection with the proposed transaction.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

          The following exhibits are filed herewith:

Exhibit
Number	Description
2.1	Amendment No. 2, dated as of September 12, 2008, to Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp.
99.1	Press Release, dated September 15, 2008, regarding agreement by WebMD Health Corp. to acquire Marketing Technology Solutions Inc.

3

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.

	WEBMD HEALTH CORP.
Dated: September 15, 2008	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

4

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Amendment No. 2, dated as of September 12, 2008, to Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp.
99.1	Press Release, dated September 15, 2008, regarding agreement by WebMD Health Corp. to acquire Marketing Technology Solutions Inc.

EX-2.1

Exhibit 2.1

CONFORMED COPY

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

          This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2008 (this “Amendment”), is between WebMD Health Corp., a Delaware corporation (“WebMD”), and HLTH Corporation, a Delaware corporation (“HLTH”).

RECITALS

          WHEREAS, the parties hereto are parties to that certain Agreement and Plan of Merger, dated as of February 20, 2008 (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of May 6, 2008, the “Merger Agreement”);

          WHEREAS, WebMD desires to enter into the MTS Agreement (as defined below) pursuant to which, upon closing of the transactions contemplated by the MTS Agreement, WebMD shall pay the MTS Consideration;

          WHEREAS, pursuant to Section 6.02 of the Merger Agreement, the HLTH Board has consented to WebMD’s entering into and performing the MTS Agreement, on the condition that the definition of “Available Cash” in the Merger Agreement be amended as provided herein;

          WHEREAS, WebMD and HLTH desire to amend the Merger Agreement pursuant to Section 9.04 thereof to the extent provided herein;

          WHEREAS, the HLTH Board has unanimously (i) approved and declared advisable this Amendment and the transactions contemplated hereby, (ii) declared that it is in the best interests of the holders of HLTH Common Stock that HLTH enter into this Amendment, (iii) directed that the adoption of the Merger Agreement, as amended by this Amendment (as so amended, the “Amended Merger Agreement”) be submitted to a vote at a meeting of the holders of HLTH Common Stock, and (iv) recommended that the holders of HLTH Common Stock adopt the Amended Merger Agreement;

          WHEREAS, the WebMD Board, subject to the approval of the Special Committee pursuant to Section 9.04 of the Merger Agreement, has unanimously (i) approved and declared advisable this Amendment and the transactions contemplated hereby, (ii) declared that it is in the best interests of the holders of WebMD Common Stock that WebMD enter into this Amendment, (iii) directed that the adoption of the Amended Merger Agreement be submitted to a vote at a meeting of the holders of WebMD Common Stock, and (iv) recommended that the holders of WebMD Common Stock adopt the Amended Merger Agreement;

          WHEREAS, the Special Committee has unanimously approved this Amendment; and

           WHEREAS, the Merger Agreement has not yet been submitted for adoption to a vote at a meeting of the holders of HLTH Common Stock or the holders of WebMD Common Stock;

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, WebMD and HLTH hereby agree as follows:

     Section 1. Defined Terms. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Merger Agreement.

     Section 2. Amendments to Section 1.01.

     (a) The following defined terms are hereby added to Section 1.01:

          ““MTS Agreement” means that certain Agreement and Plan of Merger, dated as of September 12, 2008, among WebMD Health Corp., Charlotte’s Corporation and Marketing Technology Solutions Inc.”

          ““MTS Consideration” means the aggregate cash consideration actually paid by WebMD pursuant to the MTS Agreement at the closing of the transactions contemplated thereby.”

     (b) The definition of “Available Cash” in Section 1.01 is hereby deleted in its entirety and replaced with the following:

          ““Available Cash” means HLTH’s good faith estimation of the aggregate amount of Cash and Investments of HLTH, the HLTH Subsidiaries, WebMD and the WebMD Subsidiaries as of the Effective Time, plus (a) provided that the transactions contemplated by the MTS Agreement have been consummated at or prior to the Effective Time, the MTS Consideration (up to $50.0 million), less (b) (i) $85.0 million, (ii) the applicable Divestiture Exclusion Amounts, (iii) HLTH’s good faith estimation of the amount of Expenses payable pursuant to Section 9.03 but not paid as of the date of determination and (iv) the Designated Item Exclusion Amount; provided that the foregoing shall not include Cash and Investments of the HLTH Subsidiaries and WebMD Subsidiaries restricted from being available for use, pursuant to applicable Law or the Contracts or organizational documents thereof, by WebMD following the Effective Time for working capital purposes and the payment of the Merger Consideration.”

     (c) The definition of “End Date” in Section 1.01 is hereby deleted in its entirety and replaced with the following:

          ““End Date” means December 31, 2008.”

     Section 3. Consent. Pursuant to Section 6.02 of the Merger Agreement, HLTH hereby consents to the MTS Agreement and to the documents and agreements ancillary thereto (the “MTS Documents”), and to WebMD entering into, delivering and performing its obligations under, the MTS Documents.

2

     Section 4. Full Force and Effect. Except as amended hereby, the Merger Agreement shall remain in full force and effect and be binding on the parties thereto in accordance with its terms. Nothing in this Amendment shall constitute a waiver by any party of any of their rights or remedies under the Merger Agreement or of any party’s obligation to comply with any covenant, condition, term or other provision set forth in the Merger Agreement.

     Section 5. Governing Law. This Amendment and the legal relations between the parties shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws rules thereof.

     Section 6. Counterparts. This Amendment may be executed and delivered (including by facsimile or email transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of this page left intentionally blank]

3

          IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.

WEBMD HEALTH CORP.
By:	/s/ Wayne T. Gattinella
	Name:	Wayne T. Gattinella
	Title:	Chief Executive Officer
HLTH CORPORATION
By:	/s/ Mark D. Funston
	Name:	Mark D. Funston
	Title:	Executive Vice President and Chief Financial Officer

4

EX-99.1

Exhibit 99.1

Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
212-624-3817	212-624-3912
rfisher@webmd.net	jnewman@webmd.net

WEBMD TO ACQUIRE QUALITYHEALTH.COM

Extends WebMD’s Reach as Leading Brand
of Health Information

Strengthens WebMD’s Consumer Product Portfolio with
Proven Performance-Based Marketing Programs

NEW YORK, NY (September 15, 2008) — WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced that it has entered into a definitive agreement to acquire QualityHealth.com and its owner, Marketing Technology Solutions Inc. (MTS). The acquisition will add performance-based marketing programs to WebMD’s extensive product portfolio and expands the breadth of its offerings to the biopharmaceutical and healthcare markets. Using proprietary data analytic technology, QualityHealth.com effectively delivers targeted health information and personalized programs to its consumer members based on individual need.

Established in 1999, QualityHealth.com is one of the 10 largest health websites, with approximately 5.5 million unique monthly visitors. QualityHealth’s traffic will complement WebMD’s reach of more than 48 million unique monthly visitors and over 1.1 billion quarterly page views, further differentiating WebMD’s brand and expanding its high quality, health engaged audience.

“Adding QualityHealth.com’s proven performance-based marketing programs to the WebMD portfolio of owned and operated sites will enable us to deliver even greater value to our customers and capture a larger share of overall consumer marketing budgets,” said Wayne Gattinella, CEO, WebMD. “I look forward to welcoming the QualityHealth.com team to the WebMD organization.”

“We are very excited that QualityHealth is becoming part of WebMD,” said Helene Monat, CEO, MTS. “Our combined resources and experience will allow us to both accelerate the success of our business and better serve our clients.”

The purchase price for MTS is $50 million in cash, payable at closing, and WebMD has agreed to pay up to an additional $25 million in cash if certain performance thresholds are achieved relating to calendar year 2009. For the year ended December 31, 2007, MTS had revenue of approximately $21 million and earnings before interest, taxes, depreciation, amortization and other non cash expenses was approximately break-even. The acquisition, which is subject to customary closing conditions, is expected to close within 30 days.

About WebMD

WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of HLTH Corporation (Nasdaq: HLTH).

The WebMD Health Network reaches more than 48 million visitors a month through its leading owned and operated health sites that include WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theheart.org.

About Marketing Technology Solutions

Marketing Technology Solutions (MTS) is a media and technology company specializing in servicing health consumers and advertisers through proprietary algorithms that personalize health content based on a unique Healthographic^TM consumer profile. MTS specializes in connecting clients’ brands with health-conscious consumers through data-driven patient education, targeted customer acquisition, syndicated research, and permission-based interactive marketing.

*****************************

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: the benefits expected from the transaction referred to in this press release, from deployment of new products and services and from 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; WebMD’s ability to form and maintain mutually beneficial relationships with customers and strategic partners; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in WebMD’s 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.