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
Date of Report (Date of earliest event reported)
(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 No.) |
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(Address of principal executive offices, including zip code)
(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 1.01. |
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Entry into a Material Definitive Agreement |
To the extent required by Item 1.01 of Form 8-K, the information contained in Item 1.02 of
this Current Report is incorporated by reference into this Item 1.01.
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| Item 1.02. |
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Termination of a Material Definitive Agreement |
On October 19, 2008, pursuant to the terms of a termination agreement (the “Termination
Agreement”), HLTH Corporation and WebMD Health Corp. mutually agreed, in light of recent turmoil in
financial markets, to terminate the Agreement and Plan of Merger, dated as of February 20, 2008,
between HLTH and WebMD, as amended by Amendment No. 1, dated as of May 6, 2008, and Amendment No.
2, dated as of September 12, 2008 (the “Merger Agreement”). The termination was by mutual
agreement of the companies and was unanimously approved by the Board of Directors of each of the
companies and by a special committee of independent directors of WebMD. HLTH currently owns
approximately 84% of the outstanding common stock of WebMD. The Termination Agreement maintains
HLTH’s obligation, under the terms of the Merger Agreement, to pay the expenses of WebMD incurred
in connection with the merger. Under the Termination Agreement, HLTH and WebMD have also agreed to
amend the Amended and Restated Tax Sharing Agreement, dated as of February 15, 2006, between them
(the “Tax Sharing Agreement”) so that, for tax years beginning after December 31, 2007, HLTH will
no longer be required to reimburse WebMD for use of net operating loss carryforwards attributable
to WebMD that may result from certain extraordinary transactions by HLTH. The Tax Sharing
Agreement has not, other than with respect to certain extraordinary transactions by HLTH, required
either HLTH or WebMD to reimburse the other party for any net tax savings realized by the
consolidated group as a result of the group’s utilization of WebMD’s or HLTH’s net operating loss
carryforwards during the period of consolidation, and that will continue following the amendment.
The Termination Agreement also provides for HLTH to assign to WebMD the Amended and Restated Data
License Agreement, dated as of February 8, 2008, among HLTH, EBS Master LLC and certain affiliated
companies. On October 20, 2008, HLTH and WebMD issued a joint press release announcing the
termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current
Report and which is incorporated herein by reference.
A copy of the Termination Agreement is filed as Exhibit 2.1 to this Current Report and is
incorporated herein by reference. A description of the terms of the Merger Agreement appears under
the heading “The Merger Agreement” in the joint preliminary Proxy Statement/Prospectus (the
“Preliminary Proxy Statement”) included in Amendment No. 1 to the Registration Statement on Form
S-4 (No. 333-153194) filed by WebMD on October 14, 2008 and, to the extent required by Item 1.02 of
Form 8-K, that description is incorporated by reference in this Item 1.02 pursuant to General
Instruction B.3 of Form 8-K. A description of the terms of the Tax Sharing Agreement appears under
the heading “Certain Relationships and Related Transactions — Transactions with WebMD — Tax Sharing
Agreement” in the Preliminary Proxy Statement and, to the extent required by Item 1.02 of Form 8-K,
that description is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3
of Form 8-K.
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