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
July 2, 2009
Date of Report (Date of earliest event reported)
WebMD Health Corp.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation) | | 0-51547
(Commission File Number) | | 20-2783228
(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 theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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| | o | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
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| | o | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
FORWARD-LOOKING STATEMENTS
This Current Report onForm 8-K contains both historical and forward-looking statements. All statements, other than statements of historical fact, are or may be, forward-looking statements. For example, statements concerning projections, predictions, expectations, estimates or forecasts and statements that describe our objectives, future performance, plans or goals are, or may be, forward-looking statements. These forward-looking statements reflect management’s current expectations concerning future results and events and can generally be identified by the use of expressions such as “may,” “will,” “should,” “could,” “would,” “likely,” “predict,” “potential,” “continue,” “future,” “estimate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and other similar words or phrases, as well as statements in the future tense. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. The following important risks and uncertainties could affect our future results, causing those results to differ materially from those expressed in our forward-looking statements: the failure to achieve sufficient levels of usage of www.webmd.com and our other public portals; failure to achieve sufficient levels of usage and market acceptance of new or updated products and services; difficulties in forming and maintaining relationships with customers and strategic partners; the inability to successfully deploy new or updated applications or services; the anticipated benefits from acquisitions not being fully realized or not being realized within the expected time frames; the inability to attract and retain qualified personnel; adverse economic conditions and disruptions in the capital markets; general business or regulatory conditions affecting the healthcare, information technology and Internet industries being less favorable than expected; and the Risk Factors described in Exhibit 99.4 to this Current Report. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors, including unknown or unpredictable ones, could also have material adverse effects on our future results. In addition, there can be no assurances regarding: whether HLTH Corporation and WebMD Health Corp. will be able to complete the PendingHLTH/WebMD Merger (as defined in Item 8.01 below) or as to the timing of such transaction; or whether HLTH will be able to complete the potential sale of Porex or as to the timing or terms of such transaction. Except as required by law or regulation, we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.
* * * *
In March 2009, WebMD Health Corp. (the “Company”) decided to divest the Company’s Little Blue Book print directory business (referred to below as “LBB”), which had been part of the Publishing and Other Services segment. In connection with the Registration Statement onForm S-4 that the Company intends to file relating to the proposed merger of the Company and HLTH Corporation (“HLTH”) announced on June 18, 2009 (the “Pending HLTH/WebMD Merger”), certain reclassifications described below, including reflecting LBB as discontinued operations, are required to be made, on a retrospective basis, with respect to the previously issued financial statements included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2008 (the “2008Form 10-K”). Accordingly, the Company has filed this Current Report onForm 8-K in order to provide, in exhibits attached hereto, historical financial statements, selected financial data and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), for the same periods included in the 2008Form 10-K, reflecting the following items:
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| | • | the reclassification of LBB to discontinued operations, in accordance with the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”) and the related elimination of the Publishing and Other Services segment; and |
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| | • | the inclusion of certain non-GAAP measures and related discussion within a new section of MD&A titled “Supplemental Financial and Operating Information.” |
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These reclassifications had no effect on the Company’s reported net income, net income per share or consolidated cash flows. Exhibits 99.1, 99.2 and 99.3 to this Current Report are intended to be incorporated by reference into the Joint Proxy Statement/Prospectus of HLTH and the Company to be included in theForm S-4 referred to above (or, alternatively, to be included as Annexes thereto).
While Exhibits 99.1, 99.2 and 99.3 to this Current Report reflect the reclassifications described above, they do not reflect any other events occurring after February 27, 2009 (the date of the 2008Form 10-K), including but not limited to the Pending HLTH/WebMD Merger. Other events occurring after February 27, 2009 have been disclosed in other public filings made by the Company, including Current Reports onForm 8-K and the Company’s Quarterly Report onForm 10-Q for the quarterly period ended March 31, 2009.
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are filed herewith:
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Exhibit Number | | Description |
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| | 23 | .1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
| | 99 | .1 | | Selected Financial Data |
| | 99 | .2 | | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| | 99 | .3 | | Consolidated Financial Statements and Supplemental Financial Data |
| | 99 | .4 | | Risk Factors |
| | 99 | .5 | | Explanation of Non-GAAP Financial Measures |
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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.
Lewis H. Leicher
Senior Vice President
Dated: July 2, 2009
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EXHIBIT INDEX
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Exhibit Number | | Description |
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| | 23 | .1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
| | 99 | .1 | | Selected Financial Data |
| | 99 | .2 | | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| | 99 | .3 | | Consolidated Financial Statements and Supplemental Financial Data |
| | 99 | .4 | | Risk Factors |
| | 99 | .5 | | Explanation of Non-GAAP Financial Measures |
