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
November 18, 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
No.) |
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)) |
Item 1.02. Termination of a Material Definitive Agreement
On November 18, 2008, the parties to the Agreement and Plan of Merger (the “MTS Merger
Agreement”), dated September 12, 2008, by and among WebMD Health Corp. (a publicly traded
subsidiary of the Registrant), Charlotte’s Corporation (a wholly owned subsidiary of WebMD) and
Marketing Technology Solutions Inc. agreed to terminate the MTS Merger Agreement pursuant to the
terms of a termination agreement (the “Termination Agreement”). On November 19, 2008, WebMD
issued a press release regarding the Termination Agreement, a copy of which is filed as Exhibit
99.1 to this Current Report and which is incorporated herein by reference. A description of the
terms of the MTS Merger Agreement was included in Item 1.01 of the Current Report on Form 8-K filed
by HLTH on September 15, 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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Description |
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99.1
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Press Release, issued by WebMD Health Corp. on November 19, 2008,
regarding the Termination Agreement |
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