MAIL STOP 4-6
August 10, 2004
Charles A. Mele, Esquire
Executive Vice President and
General Counsel
WebMD Corporation
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
Re: WebMD Corporation
Preliminary Schedule 14A
File No. 0-24975
Filed on August 2, 2004
Dear Mr. Mele,
We have limited review of your above-referenced filings to matters
below. If you disagree with our comments, we will consider your
explanation as to why our comments are inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look
forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect of
our review. Feel free to call us at the telephone numbers listed at
the end of this letter.
Preliminary 14A
1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* the staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
2. We note that, subject to shareholder approval, Proposal 2 provides
that the Certificate of Incorporation will be amended to modify the
your Convertible Redeemable Exchangeable Preferred Stock.
Accordingly, please revise your proxy to include the information
required by Item 12 of Schedule 14A, including the proper financial
information required by Item 13(a) of Schedule 14A, disclosure
stating the reasons for the proposed modification and the effect of
the modification upon the rights of existing security holders. If
you believe that the information required by Item 13(a) of Schedule
14A is not material in accordance with Instruction 1 to Item 13,
supplementally provide a detailed analysis of the basis for your
belief.
3. Please revise to disclose your accounting treatment of the
modified Redeemable Exchangeable preferred stock, as well as any
other potential financial statement effect on your investors as a
result of this modification. Also, revise to disclose any tax
consequences to investors that may result from the modification to
your Redeemable Exchangeable Preferred stock.
4. You disclose that WebMD is amending its Certificate of
Incorporation to designate and authorize the issuance of one or more
new series of preferred stock with voting powers by creating a new
class of 4,990,000 shares of preferred stock. Please revise to
disclose whether you have any plans, proposals or arrangements to
issue any of the newly formed class of preferred stock for any
corporate purpose. If so, please disclose by including a materially
complete description of the corporate purpose. If not, please state
that you have no such plans, proposals, or arrangements written or
otherwise at this time to issue any of the authorized shares of
preferred stock.
Closing Comments
Please provide us with a response letter to these comments that
confirms any corrective actions taken by the company. Detailed cover
letters greatly facilitate our review. If you believe complying with
these comments is not appropriate, tell us why in your letter.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
Please electronically file your letter in response to the above
comments in addition to filing the amended proxy materials. See Item
101 of Regulation S-T. The amended filing must be marked as
specified in Item 310 of Regulation S-T.
You may address questions concerning the above comments to Jeffrey B.
Werbitt at (202) 942-1957 or Mark P. Shuman, Special Counsel at (202)
942-1818. If you need additional assistance, you may contact me at
(202) 942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile: (212) 848-7179
Stephen T. Giove, Esquire
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
WebMD Corporation
PRE14A
August 10, 2004
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