HLTH CORPORATION
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
July 31, 2007
Date of Report (Date of earliest event reported)
HLTH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-24975
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94-3236644 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(Address of principal executive offices, including zip code)
(201) 703-3400
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
All statements contained in this Current Report on Form 8-K , other than statements of
historical fact, are forward-looking statements, including those regarding: guidance on our future
financial results and other projections or measures of our future performance; our expectations
concerning market opportunities and our ability to capitalize on them; and the amount and timing of
the benefits expected from acquisitions, from new products or services and from other potential
sources of additional revenue. These statements speak only as of the date of this Current Report
and are based on our current plans and expectations, and they involve risks and uncertainties that
could cause actual future events or results to be different than those described in or implied by
such forward-looking statements. These risks and uncertainties include those relating to: market
acceptance of our products and services; relationships with customers and strategic partners;
difficulties in integrating acquired businesses; changes in economic, political or regulatory
conditions or other trends affecting the healthcare, Internet, information technology and plastics
industries; and our ability to attract and retain qualified personnel. Further information about
these matters can be found in our Securities and Exchange Commission filings. Except as required by
applicable law or regulation, we do not undertake any obligation to update our forward-looking
statements to reflect future events or circumstances.
Item 2.02. Results of Operations and Financial Condition
On July 31, 2007, we issued a press release announcing our results for the quarter ended June
30, 2007. 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 (the Exchange
Act), nor shall any of those exhibits be deemed incorporated by reference in any filing under the
Securities Act of 1933 (the Securities Act) or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
On July 31, 2007, WebMD Health Corp. (which we refer to as WHC) issued a press release
announcing its results for the quarter ended June 30, 2007. The Registrant owns approximately 84%
of the outstanding Common Stock of WHC. A copy of the press release issued by WHC is incorporated
by reference, as Exhibit 99.5 hereto, from Exhibit 99.1 to the Current Report on Form 8-K filed
today by WHC. A copy of the financial tables that accompanied the WHC press release are
incorporated by reference, as Exhibit 99.6 hereto, from Exhibit 99.2 to the Current Report on Form
8-K filed today by WHC. A copy of Annex A to the WHC press release, entitled Explanation of
Non-GAAP Financial Measures, is incorporated by reference, as Exhibit 99.8, from Exhibit 99.4 to
the Current Report on Form 8-K filed today by WHC. Exhibits 99.5, 99.6 and 99.8 to this Current
Report are being furnished and shall not be deemed filed for purposes of Section 18 of the
Exchange Act, nor shall any of those Exhibits 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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Item 7.01. Regulation FD Disclosure
Exhibit 99.3 to this Current Report includes forward-looking financial information that
accompanied Exhibit 99.1 and that is expected to be discussed on the previously announced
conference call with investors and analysts to be held by HLTH and WHC at 4:45 p.m., Eastern time,
today (July 31, 2007). The call can be accessed at www.hlth.com (in the About HLTH section) or
at www.wbmd.com (in the Investor Relations section) at that time. A replay of the call will be
available at the same web addresses. In addition, a copy of certain forward-looking financial
information that accompanied Exhibit 99.5 and is expected to be discussed on that conference call
is incorporated by reference, as Exhibit 99.7 hereto, from Exhibit 99.3 to the Current Report on
Form 8-K filed today by WHC. Exhibits 99.3 and 99.7 are being furnished and shall not be deemed
filed for purposes of Section 18 of the Exchange Act, nor shall either of them 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.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits. The following exhibits are furnished herewith:
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99.1 |
Press Release, dated July 31, 2007, regarding the Registrants
results for the quarter ended June 30, 2007 |
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99.2 |
Financial Tables accompanying Exhibit 99.1 |
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99.3 |
Financial Guidance Summary accompanying Exhibit 99.1 |
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99.4 |
Annex A to Exhibits 99.1 through 99.3 |
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99.5 |
Press Release, dated July 31, 2007, regarding WebMD Health Corp.s
results for the quarter ended June 30, 2007 (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed by
WebMD Health Corp. on July 31, 2007) |
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99.6 |
Financial Tables accompanying Exhibit 99.5 (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD
Health Corp. on July 31, 2007) |
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99.7 |
WebMD Health Corp. Financial Guidance Summary (incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K filed by
WebMD Health Corp. on July 31, 2007) |
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99.8 |
Annex A to Exhibits 99.5 through 99.7 (incorporated by reference to
Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD Health
Corp. on July 31, 2007) |
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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.
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HLTH CORPORATION
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Dated: July 31, 2007 |
By: |
/s/ Lewis H. Leicher
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Lewis H. Leicher |
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Senior Vice President |
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EXHIBIT INDEX
Exhibit
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Description |
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99.1 |
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Press Release, dated July 31, 2007, regarding the Registrants
results for the quarter ended June 30, 2007 |
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99.2 |
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Financial Tables accompanying Exhibit 99.1 |
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99.3 |
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Financial Guidance Summary accompanying Exhibit 99.1 |
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99.4 |
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Annex A to Exhibits 99.1 through 99.3 |
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99.5 |
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Press Release, dated July 31, 2007, regarding WebMD Health Corp.s
results for the quarter ended June 30, 2007 (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed
by WebMD Health Corp. on July 31, 2007) |
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99.6 |
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Financial Tables accompanying Exhibit 99.5 (incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K filed
by WebMD Health Corp. on July 31, 2007) |
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99.7 |
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WebMD Health Corp. Financial Guidance Summary (incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K filed
by WebMD Health Corp. on July 31, 2007) |
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99.8 |
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Annex A to Exhibits 99.5 through 99.7 (incorporated by reference
to Exhibit 99.4 to the Current Report on Form 8-K filed by WebMD
Health Corp. on July 31, 2007) |