8-K/A

0001193125-16-800483.txt : 20161221 0001193125-16-800483.hdr.sgml : 20161221 20161221161302 ACCESSION NUMBER: 0001193125-16-800483 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161221 DATE AS OF CHANGE: 20161221 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: 001-35337 FILM NUMBER: 162064089 BUSINESS ADDRESS: STREET 1: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 8-K/A 1 d315906d8ka.htm 8-K/A 8-K/A

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

December 15, 2016

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-35337

20-2783228

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

395 Hudson Street

New York, New York 10014

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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 December 16, 2016, WebMD Health Corp. issued a press release announcing the preliminary results of its tender offer for WebMD common stock, which expired at 5:00 P.M., New York City time, on December 15, 2016 (the “Tender Offer”). That press release is filed as Exhibit 99.1 hereto.

* * * *

On December 21, 2016, WebMD Health Corp. issued a press release announcing the final results of the Tender Offer. A copy of the press release is filed as Exhibit 99.2 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:


*Exhibit* *Number*		*Description*

99.1		Press Release, dated December 16, 2016, regarding the preliminary results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 2, filed on December 16, 2016, to the Schedule TO originally filed by the Registrant on November 16, 2016)

99.2		Press Release, dated December 21, 2016, regarding the final results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(L) to Amendment No. 3, filed on December 21, 2016, to the Schedule TO originally filed by the Registrant on November 16, 2016)

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: December 21, 2016	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher Senior Vice President

EXHIBIT INDEX


*Exhibit* *Number*		*Description*

99.1		Press Release, dated December 16, 2016, regarding the preliminary results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 2, filed on December 16, 2016, to the Schedule TO originally filed by the Registrant on November 16, 2016)

99.2		Press Release, dated December 21, 2016, regarding the final results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(L) to Amendment No. 3, filed on December 21, 2016, to the Schedule TO originally filed by the Registrant on November 16, 2016)