Attached files
file | filename |
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EX-99.2 - EX-99.2 - WebMD Health Corp. | g26232exv99w2.htm |
EX-99.3 - EX-99.3 - WebMD Health Corp. | g26232exv99w3.htm |
EX-99.1 - EX-99.1 - WebMD Health Corp. | g26232exv99w1.htm |
EX-99.4 - EX-99.4 - WebMD Health Corp. | g26232exv99w4.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 23, 2011
Date of Report (Date of earliest event reported)
WEBMD HEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware | 0-51547 | 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
New York, New York 10011
(Address of principal executive offices, including zip code)
(212) 624-3700
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition | ||||||||
Item 7.01. Regulation FD Disclosure | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 | ||||||||
EX-99.4 |
Table of Contents
Item 2.02. Results of Operations and Financial Condition.
On February 23, 2011, WebMD Health Corp. issued a press release announcing its results for the
quarter ended December 31, 2010. A copy of the press release is attached as Exhibit 99.1 to this
Current Report. Exhibit 99.2 to this Current Report contains the financial tables that accompanied
the press release. Exhibit 99.4 to this Current Report contains an Annex to the press release
entitled Explanation of Non-GAAP Financial Measures. Exhibits 99.1, 99.2 and 99.4 are being
furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), nor shall any of those exhibits be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the
Securities Act) or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
As previously disclosed, the merger of HLTH Corporation and WebMD (the Merger) was completed
on October 23, 2009. The applicable accounting treatment for the Merger results in HLTH being
treated as the acquiring entity, even though WebMD was the surviving company in the Merger.
Accordingly, prior period financial information included in Exhibits 99.1 and 99.2 reflects the
historical activity of HLTH, with the following adjustments:
| weighted-average shares outstanding used in computing income per common share are adjusted by multiplying the historical weighted-average shares outstanding for HLTH by the 0.4444 exchange ratio in the Merger; and | ||
| basic and diluted income per common share are calculated to reflect the adjusted weighted-average shares outstanding. |
In the statement of operations for the three months and year ended December 31, 2009 included in
Exhibit 99.2, Net income attributable to Company stockholders reflects an adjustment for the
noncontrolling stockholders share of the net income of WebMD.
Item 7.01. Regulation FD Disclosure.
Exhibit 99.3 to this Current Report includes forward-looking financial information that
accompanied Exhibit 99.1. Exhibit 99.3 is being furnished and shall not be deemed filed for
purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
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Table of Contents
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit | ||
Number | Description | |
99.1
|
Press Release, dated February 23, 2011, regarding the Registrants results for the quarter ended December 31, 2010 | |
99.2
|
Financial Tables accompanying Exhibit 99.1 | |
99.3
|
Financial Guidance Summary accompanying Exhibit 99.1 | |
99.4
|
Annex A to Exhibits 99.1 through 99.3 |
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Table of Contents
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: February 23, 2011 | By: | /s/ Lewis H. Leicher | ||
Lewis H. Leicher | ||||
Senior Vice President |
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Table of Contents
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99.1
|
Press Release, dated February 23, 2011, regarding the Registrants results for the quarter ended December 31, 2010 | |
99.2
|
Financial Tables accompanying Exhibit 99.1 | |
99.3
|
Financial Guidance Summary accompanying Exhibit 99.1 | |
99.4
|
Annex A to Exhibits 99.1 through 99.3 |