WEBMD HEALTH CORP.

0000950144-05-011108.txt : 20051104 0000950144-05-011108.hdr.sgml : 20051104 20051103193852 ACCESSION NUMBER: 0000950144-05-011108 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051101 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WebMD Health Corp. CENTRAL INDEX KEY: 0001326583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202783228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51547 FILM NUMBER: 051178350 BUSINESS ADDRESS: STREET 1: 669 RIVER DR., CENTER 2 CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 201-703-3400 MAIL ADDRESS: STREET 1: 669 RIVER DR., CENTER 2 CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 8-K/A 1 g98050e8vkza.htm WEBMD HEALTH CORP. WEBMD HEALTH CORP.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 1, 2005
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	(Commission File Number)	(I.R.S. Employer
jurisdiction of		Identification No.)
incorporation)

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):

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))

This Amendment No. 1 is being filed to furnish a replacement for the Exhibit 99.3 previously furnished. All information on Exhibit 99.3 remains unchanged except the per share guidance for the year ended December 31, 2005, which has been computed based on the diluted weighted-average shares outstanding for the nine months ended September 30, 2005 plus the estimated diluted weighted-average shares outstanding for the quarter ended December 31, 2005.

Item 9.01. Financial Statements and Exhibits

The following exhibits are filed or furnished herewith:


99.1*		Press Release, dated November 1, 2005, regarding the Registrant’s results for the quarter ended September 30, 2005 and its agreement to acquire Conceptis Technologies Inc.

99.2*		Financial Tables accompanying Exhibit 99.1

99.3		Financial Guidance Summary

* Previously filed.

SIGNATURE

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


	WEBMD HEALTH CORP.
Dated: November 3, 2005	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

EXHIBIT INDEX


Exhibit Number		Description

99.1*		Press Release, dated November 1, 2005, regarding the Registrant’s results for the quarter ended September 30, 2005 and its agreement to acquire Conceptis Technologies Inc.

99.2*		Financial Tables accompanying Exhibit 99.1

99.3		Financial Guidance Summary


*		Previously filed.

EX-99.3 2 g98050exv99w3.htm EX-99.3 FINANCIAL GUIDANCE SUMMARY EX-99.3 FINANCIAL GUIDANCE SUMMARY

Financial Guidance Summary

2005 and 2006 Financial Guidance

EXHIBIT 99.3


	Three Months Ended						Year Ended						Year Ended
	December 31, 2005						December 31, 2005						December 31, 2006

	Range						Range						Range
Revenues	$	48,000		$	49,000		$	167,834		$	168,834		$	212,000		$	220,000

Earnings before interest, taxes, depreciation, amortization and other non-cash items		11,800			12,200			27,755			28,155			45,500			47,500

Per share data (a)	$	0.20		$	0.21		$	0.55		$	0.56		$	0.78		$	0.82

Interest income		(1,700	)		(1,500	)		(1,710	)		(1,510	)		(5,500	)		(5,000	)
Depreciation and amortization		3,300			3,200			11,285			11,185			19,000			18,000
Non-cash advertising		3,700			3,600			8,821			8,721			8,000			7,000
Non-cash stock compensation		1,400			1,300			2,381			2,281			4,800			4,700
Income tax provision		150			180			414			444			900			1,600

Net income	$	4,950		$	5,420		$	6,564		$	7,034		$	18,300		$	21,200

Net income per share - Diluted	$	0.09		$	0.09		$	0.13		$	0.14		$	0.31		$	0.36


(a)		Per share data above is earnings per common share before interest, taxes, depreciation, amortization and other non-cash items calculated based on the weighted-average shares outstanding used in computing diluted net income per share.

-		The year ended December 31, 2005 guidance includes the $3,150 charge during the June 30, 2005 quarter primarily related to the resignation of our former CEO.

-		The quarter ended and year ended December 31, 2005 and the year ended December 31, 2006 guidance includes the impact of the acquisition of Conceptis Technologies Inc.