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 18, 2012
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.) |
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 the Form 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):
| ¨ | 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 1.01. | Entry into a Material Definitive Agreement |
As previously disclosed, the Registrant purchased 5,769,230 shares of its common stock (“WebMD Common Stock”) at a price of $26.00 per share pursuant to a tender offer that expired at 5:00 P.M., New York City time, on April 3, 2012. Reference is made to the Indentures referred to in the Notices attached as Exhibits 99.1 and 99.2 hereto, which Notices are incorporated by reference herein. Under the applicable provisions of the Indentures, April 18, 2012 was the end of the period for determining the amount, if any, of the adjustments to be made, as a result of the tender offer, to the respective conversion rates of the Convertible Notes issued under the Indentures, based in part on trading prices of the WebMD Common Stock during that period.
After giving effect to the adjustment, resulting from the tender offer, of the conversion rate of the Registrant’s 2.25% Convertible Notes due 2016 to 13.7502 per $1,000 principal amount set forth in Exhibit 99.1, the $400 million principal amount of 2.25% Notes that are currently outstanding are convertible, in the aggregate, into 5,500,080 shares of WebMD Common Stock. This is equivalent to a conversion price of approximately $72.73 per share.
After giving effect to the adjustment, resulting from the tender offer, of the conversion rate of the Registrant’s 2.50% Convertible Notes due 2018 to 15.3223 shares per $1,000 principal amount set forth in Exhibit 99.2, the $400 million principal amount of 2.50% Notes that are currently outstanding are convertible, in the aggregate, into 6,128,920 shares of WebMD Common Stock. This is equivalent to a conversion price of approximately $65.26 per share.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are filed herewith:
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Notice of Conversion Rate Adjustment, dated April 19, 2012, in respect of the Registrant’s 2.25% Convertible Notes due 2016 |
| |
| 99.2 | | Notice of Conversion Rate Adjustment, dated April 19, 2012, in respect of the Registrant’s 2.50% Convertible Notes due 2018 |
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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. |
| | |
Dated: April 20, 2012 | | By: | | /s/ Lewis H. Leicher |
| | | | Lewis H. Leicher |
| | | | Senior Vice President |
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EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Notice of Conversion Rate Adjustment, dated April 19, 2012, in respect of the Registrant’s 2.25% Convertible Notes due 2016 |
| |
| 99.2 | | Notice of Conversion Rate Adjustment, dated April 19, 2012, in respect of the Registrant’s 2.50% Convertible Notes due 2018 |
