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

October 19, 2008

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 1.01. Entry into a Material Definitive Agreement

     To the extent required by Item 1.01 of Form 8-K, the information contained in Item 1.02 of this Current Report is incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement

     On October 19, 2008, pursuant to the terms of a termination agreement (the “Termination Agreement”), HLTH Corporation and WebMD Health Corp. mutually agreed, in light of recent turmoil in financial markets, to terminate the Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH and WebMD, as amended by Amendment No. 1, dated as of May 6, 2008, and Amendment No. 2, dated as of September 12, 2008 (the “Merger Agreement”). The termination was by mutual agreement of the companies and was unanimously approved by the Board of Directors of each of the companies and by a special committee of independent directors of WebMD. HLTH currently owns approximately 84% of the outstanding common stock of WebMD. The Termination Agreement maintains HLTH’s obligation, under the terms of the Merger Agreement, to pay the expenses of WebMD incurred in connection with the merger. Under the Termination Agreement, HLTH and WebMD have also agreed to amend the Amended and Restated Tax Sharing Agreement, dated as of February 15, 2006, between them (the “Tax Sharing Agreement”) so that, for tax years beginning after December 31, 2007, HLTH will no longer be required to reimburse WebMD for use of net operating loss carryforwards attributable to WebMD that may result from certain extraordinary transactions by HLTH. The Tax Sharing Agreement has not, other than with respect to certain extraordinary transactions by HLTH, required either HLTH or WebMD to reimburse the other party for any net tax savings realized by the consolidated group as a result of the group’s utilization of WebMD’s or HLTH’s net operating loss carryforwards during the period of consolidation, and that will continue following the amendment. The Termination Agreement also provides for HLTH to assign to WebMD the Amended and Restated Data License Agreement, dated as of February 8, 2008, among HLTH, EBS Master LLC and certain affiliated companies. On October 20, 2008, HLTH and WebMD issued a joint press release announcing the termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report and which is incorporated herein by reference.

     A copy of the Termination Agreement is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference. A description of the terms of the Merger Agreement appears under the heading “The Merger Agreement” in the joint preliminary Proxy Statement/Prospectus (the “Preliminary Proxy Statement”) included in Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-153194) filed by WebMD on October 14, 2008 and, to the extent required by Item 1.02 of Form 8-K, that description is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K. A description of the terms of the Tax Sharing Agreement appears under the heading “Certain Relationships and Related Transactions — Transactions with WebMD — Tax Sharing Agreement” in the Preliminary Proxy Statement and, to the extent required by Item 1.02 of Form 8-K, that description is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit
Number		Description
	2.1	Termination Agreement, dated as of October 19, 2008, between HLTH Corporation and WebMD Health Corp.
	99.1	Joint Press Release, issued by HLTH Corporation and WebMD Health Corp. on October 20, 2008, regarding the Termination Agreement

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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: October 20, 2008	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number		Description
	2.1	Termination Agreement, dated as of October 19, 2008, between HLTH Corporation and WebMD Health Corp.
	99.1	Joint Press Release, issued by HLTH Corporation and WebMD Health Corp. on October 20, 2008, regarding the Termination Agreement

EX-2.1

Exhibit 2.1

CONFORMED COPY

TERMINATION AGREEMENT

     This TERMINATION AGREEMENT, dated as of October 19, 2008 (this “Agreement”), 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, the “Merger Agreement”);

     WHEREAS, WebMD and HLTH desire to terminate the Merger Agreement and abandon the Transactions pursuant to Section 9.01(a) thereof (the “Termination”);

     WHEREAS, the HLTH Board has unanimously approved and declared advisable the Termination;

     WHEREAS, the WebMD Board has unanimously approved and declared advisable the Termination; and

     WHEREAS, the Special Committee has unanimously approved and declared advisable the Termination;

     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:

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

     2.     Termination. Effective as of the date hereof, the parties hereby mutually consent to the Termination pursuant to Section 9.01(a) of the Merger Agreement, and the Merger Agreement is hereby terminated and of no further force and effect except as expressly set forth in Section 9.02 thereof.

     3.     Tax Sharing Agreement. Promptly following the Termination, the parties hereto shall enter into an amendment to the Amended and Restated Tax Sharing Agreement dated as of February 15, 2006, between WebMD and HLTH (the “Tax Sharing Agreement”) to provide that, effective for tax years beginning after December 31, 2007, HLTH shall have no further obligation to make payments to WebMD pursuant to Section 2(d)(iv) of the Tax Sharing Agreement for the use of WebMD’s loss carryforwards to offset Extraordinary Gains (as defined in the Tax Sharing Agreement), including but not limited to any obligation to make a payment in

respect of the divestitures of VIPs and EBS. Except as set forth in this Section 3, all other provisions of the Tax Sharing Agreement shall remain in full force and effect and be binding on the parties thereto.

     4.     Data Rights Agreement. Promptly after the date hereof, HLTH shall assign to WebMD, and WebMD shall assume from HLTH, all of HLTH’s right, title and interest in, and benefits and obligations under, that certain Amended and Restated Data License Agreement, dated as of February 8, 2008, among HLTH, EBS Master LLC, and the parties defined therein as the Business Services Entities.

     5.     Mutual Release. Each of WebMD and HLTH (in such capacity, a “Releasing Party”) hereby fully releases and forever discharges, to the fullest extent permitted under applicable law, the other party (in such capacity, the “Released Party”) from any and all claims and causes of action, which the Releasing Party now has or may hereafter have against the respective Released Party arising out of the Merger Agreement (including, without limitation, Section 9.02(b) thereof). Notwithstanding the foregoing, HLTH’s obligation to pay the Expenses as set forth in Section 9.03 of the Merger Agreement shall survive the Termination and shall not be subject to this Section 5.

     6.     Governing Law. This Agreement 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.

     7.     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.

* * * * * * *

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

WEBMD HEALTH CORP.
By:	/s/ Douglas W. Wamsley
	Name:	Douglas W. Wamsley
	Title:	Executive Vice President — General Counsel

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

EX-99.1

Exhibit 99.1

HLTH and WebMD Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
rfisher@hlth.com	jnewman@hlth.com
201-414-2002	212-624-3912
212-624-3817

HLTH CORPORATION AND WEBMD HEALTH CORP.
ANNOUNCE TERMINATION OF MERGER AGREEMENT

ELMWOOD PARK, NJ and New York, NY (October 20, 2008) — HLTH Corporation (Nasdaq: HLTH) and its 84% owned subsidiary, WebMD Health Corp. (Nasdaq: WBMD), announced today that, in light of recent turmoil in financial markets, they have terminated the merger agreement between them. The termination was by mutual agreement of the companies and was unanimously approved by the Boards of Directors of both companies and by a special committee of independent directors of WebMD. The Boards determined that both HLTH, as controlling stockholder of WebMD, and the public stockholders of WebMD would benefit from WebMD continuing as a publicly-traded subsidiary with a strong balance sheet, including approximately $340 million in cash and investments and no long-term debt.

     Martin J. Wygod, Chairman of the Board of HLTH and of WebMD, commented: “The Boards of Directors of HLTH and WebMD believe that, in the current economic environment, it is important for a growth company like WebMD not to be encumbered by $650 million in long-term debt that would be coming due in 18 to 36 months. By terminating their merger, HLTH and WebMD will retain financial flexibility and be in an advantageous position to pursue potential acquisition opportunities expected to be available to companies with significant cash resources in this period of financial market uncertainty.”

     The Boards also took into consideration the fact that the sale of Porex has been delayed as a result of one of the leading potential buyers having difficulty arranging financing for a purchase because of conditions in the credit markets. HLTH is continuing its sales process for Porex with other potential buyers, but cannot provide assurance as to the timing or terms for a transaction.

About HLTH Corporation
HLTH Corporation (NASDAQ: HLTH) owns approximately 84% of WebMD Health Corp. (NASDAQ: WBMD). WebMD is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. HLTH also owns Porex, a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

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 its

public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of HLTH Corporation (Nasdaq: HLTH).

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theHeart.org.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding the expected consequences of the termination of the Merger Agreement. 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, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and changes in facts and circumstances and other uncertainties concerning the sale of Porex. 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.

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WebMD^®, WebMD Health^® and POREX^® are trademarks of HLTH Corporation or its subsidiaries.