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

June 3, 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 8.01. Other Events

     On June 3, 2008, SNTC Holding, Inc. (the “Seller”), which is a wholly owned subsidiary of HLTH Corporation, and General Dynamics Information Technology, Inc. (the “Purchaser”), which is a wholly owned subsidiary of General Dynamics Corporation (“GDC”), entered into a Stock Purchase Agreement providing for the sale of HLTH’s ViPS segment to the Purchaser. A copy of HLTH’s press release announcing the entry into the Stock Purchase Agreement is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. HLTH owns approximately 84% of the outstanding common stock of WebMD.

     Under the Stock Purchase Agreement, the Purchaser is acquiring all of the outstanding capital stock of VIPS, Inc. for $225 million in cash, subject to customary adjustment based on the amount of ViPS’s working capital at the time the sale is completed. Completion of the transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.

     As previously disclosed, completion of the sale of ViPS would satisfy one of the conditions to completing the pending merger (the “Merger”) of HLTH with WebMD.

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

     In connection with the proposed Merger, HLTH and WebMD expect to file, with the SEC, a proxy statement/prospectus as part of a registration statement regarding the proposed transaction. Investors and security holders are urged to read the proxy statement/prospectus because it will contain important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents when filed by HLTH and WebMD with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com. Investors and security holders are urged to read the proxy statement/prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the Merger.

     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 will be set forth or incorporated by reference in the proxy statement/prospectus that HLTH and WebMD will file with the SEC in connection with the proposed transaction. Information about the directors and executive officers of HLTH is available in Item 10 of HLTH’s Annual Report on Form 10-K for the Year Ended December 31, 2007, included in an Amendment to that Form 10-K filed with the SEC on April 29, 2008. Information about the directors and executive officers of WebMD is available in Item 10 of WebMD’s Annual Report on Form 10-K for the Year Ended December 31, 2007, included in an Amendment to that Form 10-K filed with the SEC on April 29, 2008. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed herewith:

Exhibit
Number	Description
99.1	Press Release issued by HLTH Corporation, dated June 3, 2008, regarding the sale of ViPS and related matters

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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.

	WEBMD HEALTH CORP.
Dated: June 3, 2008	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release issued by HLTH Corporation, dated June 3, 2008, regarding the sale of ViPS and related matters

EX-99.1

Exhibit 99.1

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

HLTH ANNOUNCES AGREEMENT TO SELL VIPS UNIT
TO GENERAL DYNAMICS FOR $225 MILLION

ELMWOOD PARK, NJ (June 3, 2008) — HLTH Corporation (Nasdaq: HLTH) today announced that it has entered into a definitive agreement to sell its ViPS segment to General Dynamics Information Technology, Inc., a wholly-owned subsidiary of General Dynamics Corporation (NYSE: GD) for $225 million in cash. The closing is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.

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.

Merger with WebMD

As previously announced, HLTH and WebMD entered into a definitive merger agreement on February 20, 2008. The agreement provides that HLTH will be merged into WebMD, with each outstanding share of HLTH common stock to be converted into 0.1979 shares of WebMD common stock and $6.89 in cash, subject to certain adjustments. Completion of the merger is conditioned upon, among other things, completion of SEC review of the proxy statement/prospectus, the completed sale of either ViPS or Porex and the approval of the stockholders of both HLTH and WebMD. HLTH and WebMD currently expect to hold stockholder meetings in September to seek necessary approvals.

Jefferies & Company, Inc. acted as exclusive financial advisor to HLTH Corporation in the sale of ViPS and has also been engaged to complete the sale process for Porex.

About HLTH

HLTH Corporation (NASDAQ: HLTH) owns 84% of WebMD Health Corp. (NASDAQ: WBMD). WebMD is the leading provider of health information services for 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.

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This press release does not constitute an offer of any securities for sale. In connection with the proposed merger, HLTH and WebMD expect to file, with the SEC, a proxy statement/prospectus as part of a registration statement regarding the proposed transaction. Investors and security holders are urged to read the proxy statement/prospectus because it will contain important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents when filed by HLTH and WebMD with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com. Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the merger.

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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 closing of the sale transaction relating to ViPS (the “ViPS Sale”); the merger transaction between HLTH and WebMD (the “Merger Transaction”); and the potential sale transaction with respect to Porex (the “Potential Porex Sale”). These statements speak only as of the date of this press release, are based on HLTH’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: changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. In addition, there can be no assurances: regarding whether HLTH will be able to complete the Merger Transaction or the ViPS Sale or as to the timing of such transactions; or regarding the timing or terms of the Potential Porex Sale. 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(R), WebMD Health(R), POREX(R) and ViPS(SM) are trademarks of HLTH Corporation or its subsidiaries.