Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - WebMD Health Corp. | Financial_Report.xls |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 10-Q/A
Amendment No. 1
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended March 31, 2011 | ||
|
or
|
||
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission File
Number: 0-51547
WEBMD HEALTH CORP.
(Exact name of registrant as
specified in its charter)
|
Delaware (State of incorporation) |
20-2783228 (I.R.S. Employer Identification No.) |
|
|
111 Eighth Avenue New York, New York (Address of principal executive office) |
10011 (Zip code) |
(212) 624-3700
(Registrant’s telephone number including area code)
(Registrant’s telephone number including area code)
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days.
Yes
þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes
þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange Act.)
Yes
o No þ
As of May 4, 2011, the Registrant had 59,092,091 shares of
Common Stock (including unvested shares of restricted Common
Stock).
EXPLANATORY
NOTE
The sole purpose of this amendment to our Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2011, originally
filed with the Securities and Exchange Commission on
May 10, 2011, is to furnish Exhibit 101 to the
Form 10-Q,
which contains the XBRL (eXtensible Business Reporting Language)
Interactive Data File for the financial statements and notes
included in Part I, Item 1 of the
Form 10-Q.
As permitted by Rule 405(a)(2)(ii) of
Regulation S-T,
Exhibit 101 was required to be furnished by amendment
within 30 days of the original filing date of the
Form 10-Q.
No other changes have been made to the
Form 10-Q
and the
Form 10-Q
has not been updated to reflect events occurring subsequent to
the original filing date.
2
SIGNATURES
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.
| By: |
/s/ Anthony
Vuolo
|
Anthony Vuolo
Chief Operating Officer and
Chief Financial Officer
Date: June 8 , 2011
3
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 3 | .1 |
Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant’s Registration Statement on
Form S-8
filed on October 23, 2009 (Reg. No. 333-162651)) |
||
| 3 | .2 |
Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant’s
Registration Statement on
Form S-8
filed on October 23, 2009 (Reg. No. 333-162651)) |
||
| 4 | .1 | Indenture, dated as of January 11, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on January 14, 2011, to the Registrant’s Current Report on Form 8-K filed on January 11, 2011) | ||
| 4 | .2 | Form of 2.50% Convertible Note Due 2018 (included in Exhibit 4.1) | ||
| 4 | .3 | Indenture, dated as of March 14, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on March 15, 2011, to the Registrant’s Current Report on Form 8-K filed on March 14, 2011) | ||
| 4 | .4 | Form of 2.25% Convertible Note Due 2016 (included in Exhibit 4.3) | ||
| 31 | .1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant* | ||
| 31 | .2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant* | ||
| 32 | .1 | Section 1350 Certification of Chief Executive Officer of Registrant* | ||
| 32 | .2 | Section 1350 Certification of Chief Financial Officer of Registrant* | ||
| 99 | .1 | Explanation of Non-GAAP Financial Measures* | ||
| 100 | .INS | XBRL Instance Document** | ||
| 100 | .SCH | XBRL Taxonomy Extension Schema Document** | ||
| 100 | .CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | ||
| 100 | .LAB | XBRL Taxonomy Extension Label Linkbase Document** | ||
| 100 | .PRE | Taxonomy Extension Presentation Linkbase Document** | ||
| 100 | .DEF | XBRL Taxonomy Extension Definition Linkbase Document** | ||
| * | Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. | |
| ** | Furnished with this Amendment No. 1. |
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