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
April 23, 2008
Date of Report (Date of earliest event reported)
HLTH CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-24975
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94-3236644 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition
On April 23, 2008, WebMD Health Corp. (which we refer to in this Current Report as WHC) issued
a press release that provided information regarding its preliminary results for the first quarter
of 2008 under the heading “Preliminary Results for the Three Months Ended March 31, 2008.” HLTH
owns approximately 83% of the outstanding common stock of WHC. A copy of the press release is
incorporated by reference, as Exhibit 99.1 hereto, from Exhibit 99.1 to the Current Report on Form
8-K filed today by WHC. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities
Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
The information regarding WHC’s results for the first quarter of 2008 included in Exhibit 99.1
is preliminary. During WHC’s closing process and preparation of final consolidated financial
statements and related notes, it may identify items that would require it to make adjustments to
that information.
Item 7.01. Regulation FD Disclosure
A copy of the Financial Guidance Summary that accompanied the press release referred to in
Item 2.02 is incorporated by reference, as Exhibit 99.2 hereto, from Exhibit 99.2 to the Current
Report on Form 8-K filed today by WHC. A copy of Annex A to the press release, entitled
“Explanation of Non-GAAP Financial Measures,” is incorporated by reference, as Exhibit 99.3 hereto,
from Exhibit 99.3 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.2 and 99.3 are
being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
nor shall they be deemed incorporated by reference in any filing under the Securities Act or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished herewith:
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Description |
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99.1
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Press Release, issued April 23, 2008, regarding WebMD Health
Corp.’s preliminary first quarter results and updated 2008
financial guidance (incorporated by reference to Exhibit 99.1 to
the Current Report on Form 8-K filed by WebMD Health Corp. on
April 23, 2008) |
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99.2
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Financial Guidance Summary accompanying Exhibit 99.1 (incorporated
by reference to Exhibit 99.2 to the Current Report on Form 8-K
filed by WebMD Health Corp. on April 23, 2008) |
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99.3
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Annex A to Exhibits 99.1 and 99.2 (incorporated by reference to
Exhibit 99.3 to the Current Report on Form 8-K filed by WebMD
Health Corp. on April 23, 2008) |
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