UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No.1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 10, 2013
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 8.01. Other Events
On September 11, 2013, WebMD Health Corp. issued a press release announcing the preliminary results of its tender offer for WebMD common stock, which expired at 5:00 P.M., New York City time, on September 10, 2013 (the “Tender Offer”). A copy of the press release is filed as Exhibit 99.1 hereto.
* * * *
On September 16, 2013, WebMD Health Corp. issued a press release announcing the final results of the Tender Offer. A copy of the press release is filed as Exhibit 99.2 hereto.
* * * *
Martin J. Wygod, the Chairman of the Board of WebMD, has advised us that he does not intend to dispose of additional shares under his integrated plan disclosed in connection with the Tender Offer. Under the integrated plan, he previously intended to dispose of a number of shares beneficially owned by him sufficient to qualify for capital gains treatment under applicable tax rules.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit Number | Description | |
| 99.1 | Press Release, dated September 11, 2013, regarding the preliminary results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(L) to Amendment No. 2, filed on September 11, 2013, to the Schedule TO originally filed by the Registrant on August 12, 2013) | |
| 99.2 | Press Release, dated September 16, 2013, regarding the final results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(M) to Amendment No. 3, filed on September 16, 2013, to the Schedule TO originally filed by the Registrant on August 12, 2013) | |
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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: September 16, 2013 | By: | /s/ Lewis H. Leicher | ||||
| Lewis H. Leicher | ||||||
| Senior Vice President | ||||||
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EXHIBIT INDEX
Exhibit Number | Description | |
| 99.1 | Press Release, dated September 11, 2013, regarding the preliminary results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(L) to Amendment No. 2, filed on September 11, 2013, to the Schedule TO originally filed by the Registrant on August 12, 2013) | |
| 99.2 | Press Release, dated September 16, 2013, regarding the final results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(M) to Amendment No. 3, filed on September 16, 2013, to the Schedule TO originally filed by the Registrant on August 12, 2013) | |
