-----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, VBbnAUQxNmalaAq/PI5mQgVIRCWOcWsgYZVc65pxNb+XWINCajiBzA4PkQpvGu72 qPIpcu2v7V/Xyy+sVL9b2A== 0000950144-08-009144.txt : 20081205 0000950144-08-009144.hdr.sgml : 20081205 20081205165729 ACCESSION NUMBER: 0000950144-08-009144 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081203 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 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: 081233517 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 g16917e8vk.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
December 3, 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 or incorporated by reference into Item 2.01 of this Current Report is hereby incorporated by reference into this Item 1.01.
Item 2.01.   Completion of Acquisition or Disposition of Assets
     As previously disclosed, WebMD Health Corp. (“WebMD”), a publicly traded subsidiary of HLTH Corporation, acquired Subimo, LLC on December 15, 2006, pursuant to the Unit Purchase Agreement (the “Purchase Agreement”), dated as of November 2, 2006, by and among WebMD, Subimo, LLC and the Sellers referred to therein (the “Sellers”). Pursuant to General Instruction B.3 of Form 8-K, the following are incorporated by reference herein:
  •   the description of the terms of the Purchase Agreement contained in Item 1.01 of the Current Report on Form 8-K filed by WebMD on November 8, 2006; and
 
  •   the information contained in the Current Report on Form 8-K filed by WebMD on December 21, 2006, which reported the closing of the acquisition of Subimo by WebMD.
A copy of the Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by WebMD on November 8, 2006.
     On December 3, 2008, WebMD issued 640,930 shares of its Class A Common Stock (the “Deferred Shares”) and paid approximately $2.8 million in cash in full satisfaction of its obligations to pay the deferred portion of the purchase price to the Sellers under the Purchase Agreement. In addition, as contemplated by an amendment to the Purchase Agreement entered into on December 3, 2008, WebMD repurchased the Deferred Shares from the Sellers for approximately $12.8 million (a purchase price of $20.00 per share, the closing market price of WebMD’s Class A Common Stock on The Nasdaq Global Select Market on December 3, 2008). No additional amounts for deferred purchase price are due to Sellers under the Purchase Agreement, as amended.
Item 8.01.   Other Events
     On December 3, 2008, the Stock Repurchase Committee of the Board of Directors of WebMD Health Corp. (“WebMD”), a publicly traded subsidiary of HLTH Corporation, authorized a stock repurchase program. Under the program, WebMD may use up to $30 million to purchase shares of its Class A Common Stock from time to time in the open market, through block trades or in private transactions, depending on market conditions and other factors. The repurchase by WebMD of shares of WebMD Class A Common Stock described in Item 2.01 above is not part of the $30 million repurchase program and does not reduce the amount available under the program. Any repurchased shares will be available for use in connection with WebMD’s equity compensation plans and for other corporate purposes.

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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: December 5, 2008  By:   /s/ Lewis H. Leicher    
    Lewis H. Leicher   
    Senior Vice President   
 

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