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WBMD » Topics » We may not be able to raise additional funds when needed for our business or to exploit opportunities

This excerpt taken from the WBMD 8-K filed Jul 2, 2009.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
Our future liquidity and capital requirements will depend upon numerous factors, including the success of our service offerings, market developments, and repurchases of our common stock. We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
As widely reported, financial markets have been experiencing extreme disruption recently, including volatility in the prices of securities and severely diminished liquidity and availability of credit. Until this disruption in the financial markets is resolved, financing will be even more difficult to obtain on acceptable terms and we could be forced to cancel or delay investments or transactions that we would otherwise have made.


17

This excerpt taken from the WBMD 10-Q filed May 11, 2009.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
Our future liquidity and capital requirements will depend upon numerous factors, including the success of our service offerings, market developments, and repurchases of our common stock. We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
As widely reported, financial markets have been experiencing extreme disruption recently, including volatility in the prices of securities and severely diminished liquidity and availability of credit. Until this disruption in the financial markets is resolved, financing will be even more difficult to obtain on acceptable terms and we could be forced to cancel or delay investments or transactions that we would otherwise have made.


49

Table of Contents

 
ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk
 
These excerpts taken from the WBMD 10-K filed Feb 27, 2009.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
Our future liquidity and capital requirements will depend upon numerous factors, including the success of our service offerings, market developments, and repurchases of our common stock. We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
As widely reported, financial markets have been experiencing extreme disruption recently, including volatility in the prices of securities and severely diminished liquidity and availability of credit. Until this disruption in the financial markets is resolved, financing will be even more difficult to get on acceptable terms and we could be forced to cancel or delay investments or transactions that we would otherwise have made.
 
Item 1B.   Unresolved Staff Comments
 
Not applicable.
 
Item 2.   Properties
 
We believe that our company’s offices and other facilities are, in general, in good operating condition and adequate for our current operations and that additional leased space in appropriate locations can be obtained on acceptable terms if needed.
 
We lease approximately 100,000 square feet of office space in New York City for our corporate headquarters and our editorial and marketing operations under a lease that expires in November 2015. We also lease additional office space in New York City and lease office space and operational facilities in: Avon, Connecticut; Atlanta, Georgia; Acton, Massachusetts; Montreal, Canada; Chicago, Illinois; Herndon, Virginia; Indianapolis, Indiana; Omaha, Nebraska; Portland, Oregon; and San Clemente, California.
 
Item 3.   Legal Proceedings
 
The information relating to legal proceedings contained in Note 12 to the Consolidated Financial Statements included in this Annual Report is incorporated herein by this reference.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
At our Annual Meeting of Stockholders held on December 10, 2008, our stockholders voted with respect to the following matters:
 
  •  Proposal 1 — To elect as Class III directors for a three-year term:
 
             
Jerome C. Keller
  — votes FOR     248,169,919  
    — votes withheld     97,182  
             
Martin J. Wygod
  — votes FOR     248,163,828  
    — votes withheld     103,273  


42

Table of Contents

  •  Proposal 2 — To ratify and approve an amendment to WebMD’s Amended and Restated 2005 Long-Term Incentive Plan to increase the number of shares of WebMD Class A Common Stock issuable under that Plan by 5,500,000 shares, to a total of 14,500,000 shares:
 
         
Votes FOR:
    242,740,975  
Votes AGAINST:
    2,539,985  
Abstentions:
    34,715  
Broker non-votes:
    2,915,425  
 
  •  Proposal 3 — To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm to serve as our independent auditor for the fiscal year ending December 31, 2008:
 
         
Votes FOR:
    248,180,028  
Votes AGAINST:
    51,305  
Abstentions:
    35,767  
Broker non-votes:
    0  
 
As a result, the individuals listed above for Proposal 1 were elected and Proposals 2 and 3 were each approved. For each director and for Proposals 2 and 3, the totals include 240,500,000 votes cast FOR by HLTH, the holder of all of the outstanding shares of WebMD Class B Common Stock.


43

Table of Contents

 
We may
not be able to raise additional funds when needed for our
business or to exploit opportunities


 



Our future liquidity and capital requirements will depend upon
numerous factors, including the success of our service
offerings, market developments, and repurchases of our common
stock. We may need to raise additional funds to support
expansion, develop new or enhanced applications and services,
respond to competitive pressures, acquire complementary
businesses or technologies or take advantage of unanticipated
opportunities. If required, we may raise such additional funds
through public or private debt or equity financing, strategic
relationships or other arrangements. There can be no assurance
that such financing will be available on acceptable terms, if at
all, or that such financing will not be dilutive to our
stockholders.


 



As widely reported, financial markets have been experiencing
extreme disruption recently, including volatility in the prices
of securities and severely diminished liquidity and availability
of credit. Until this disruption in the financial markets is
resolved, financing will be even more difficult to get on
acceptable terms and we could be forced to cancel or delay
investments or transactions that we would otherwise have made.


 















Item 1B.  
Unresolved
Staff Comments


 



Not applicable.


 















Item 2.  
Properties


 



We believe that our company’s offices and other facilities
are, in general, in good operating condition and adequate for
our current operations and that additional leased space in
appropriate locations can be obtained on acceptable terms if
needed.


 



We lease approximately 100,000 square feet of office space
in New York City for our corporate headquarters and our
editorial and marketing operations under a lease that expires in
November 2015. We also lease additional office space in New York
City and lease office space and operational facilities in: Avon,
Connecticut; Atlanta, Georgia; Acton, Massachusetts; Montreal,
Canada; Chicago, Illinois; Herndon, Virginia; Indianapolis,
Indiana; Omaha, Nebraska; Portland, Oregon; and
San Clemente, California.


 















Item 3.  
Legal
Proceedings


 



The information relating to legal proceedings contained in
Note 12 to the Consolidated Financial Statements included
in this Annual Report is incorporated herein by this reference.


 















Item 4.  
Submission
of Matters to a Vote of Security Holders


 



At our Annual Meeting of Stockholders held on December 10,
2008, our stockholders voted with respect to the following
matters:


 
















  • 
Proposal 1 — To elect as Class III directors
for a three-year term:


 



























































             


Jerome C. Keller


 

— votes FOR

 

 

248,169,919

 

 

 

— votes withheld

 

 

97,182

 

 

 

 

 

 

 

 


Martin J. Wygod


 

— votes FOR

 

 

248,163,828

 

 

 

— votes withheld

 

 

103,273

 









42




Table of Contents



















  • 
Proposal 2 — To ratify and approve an amendment
to WebMD’s Amended and Restated 2005 Long-Term Incentive
Plan to increase the number of shares of WebMD Class A
Common Stock issuable under that Plan by 5,500,000 shares,
to a total of 14,500,000 shares:


 








































         


Votes FOR:


 

 

242,740,975

 


Votes AGAINST:


 

 

2,539,985

 


Abstentions:


 

 

34,715

 


Broker non-votes:


 

 

2,915,425

 






 
















  • 
Proposal 3 — To ratify the appointment of
Ernst & Young LLP as the independent registered public
accounting firm to serve as our independent auditor for the
fiscal year ending December 31, 2008:


 








































         


Votes FOR:


 

 

248,180,028

 


Votes AGAINST:


 

 

51,305

 


Abstentions:


 

 

35,767

 


Broker non-votes:


 

 

0

 






 



As a result, the individuals listed above for Proposal 1
were elected and Proposals 2 and 3 were each approved. For
each director and for Proposals 2 and 3, the totals include
240,500,000 votes cast FOR by HLTH, the holder of all of the
outstanding shares of WebMD Class B Common Stock.





43




Table of Contents



This excerpt taken from the WBMD 10-Q filed Nov 10, 2008.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.


56

Table of Contents

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk
 
This excerpt taken from the WBMD 10-Q filed Aug 11, 2008.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk
 
This excerpt taken from the WBMD 10-Q filed May 12, 2008.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk
 
These excerpts taken from the WBMD 10-K filed Feb 29, 2008.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
Item 1B.   Unresolved Staff Comments
 
Not applicable.


47

Table of Contents

Item 2.   Properties
 
We believe that our company’s offices and other facilities are, in general, in good operating condition and adequate for our current operations and that additional leased space in appropriate locations can be obtained on acceptable terms if needed.
 
We lease approximately 100,000 square feet of office space in New York, New York for our corporate headquarters and our editorial and marketing operations under a lease that expires in November 2015. We also lease an additional 20,000 square feet of office space in New York, New York under a lease entered into by Medsite. We also lease office space and operational facilities in: Avon, Connecticut; Atlanta, Georgia; Acton, Massachusetts; Montreal, Canada; Chicago, Illinois; Herndon, Virginia; Indianapolis, Indiana; Omaha, Nebraska; Portland, Oregon; and San Clemente, California.
 
Item 3.   Legal Proceedings
 
The information relating to legal proceedings contained in Note 12 to the Consolidated Financial Statements included in this Annual Report is incorporated herein by this reference.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
During the fourth quarter of 2007, no matters were submitted to a vote of security holders of WebMD.


48

Table of Contents




Table of Contents


















Item 2.  
Properties


 



We believe that our company’s offices and other facilities
are, in general, in good operating condition and adequate for
our current operations and that additional leased space in
appropriate locations can be obtained on acceptable terms if
needed.


 



We lease approximately 100,000 square feet of office space
in New York, New York for our corporate headquarters and our
editorial and marketing operations under a lease that expires in
November 2015. We also lease an additional 20,000 square
feet of office space in New York, New York under a lease entered
into by Medsite. We also lease office space and operational
facilities in: Avon, Connecticut; Atlanta, Georgia; Acton,
Massachusetts; Montreal, Canada; Chicago, Illinois; Herndon,
Virginia; Indianapolis, Indiana; Omaha, Nebraska; Portland,
Oregon; and San Clemente, California.


 















Item 3.  
Legal
Proceedings


 



The information relating to legal proceedings contained in
Note 12 to the Consolidated Financial Statements included
in this Annual Report is incorporated herein by this reference.


 















Item 4.  
Submission
of Matters to a Vote of Security Holders


 



During the fourth quarter of 2007, no matters were submitted to
a vote of security holders of WebMD.





48




Table of Contents



This excerpt taken from the WBMD 10-Q filed Nov 9, 2007.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 


44

Table of Contents

This excerpt taken from the WBMD 10-Q filed Aug 9, 2007.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
 
 
 
This excerpt taken from the WBMD 10-Q filed May 10, 2007.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
 
 
 
This excerpt taken from the WBMD 10-Q filed May 10, 2007.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
 
 
 
This excerpt taken from the WBMD 10-Q filed May 10, 2007.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
 
 
 
This excerpt taken from the WBMD 10-K filed Mar 2, 2007.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
 
 
 
This excerpt taken from the WBMD 10-Q filed Nov 13, 2006.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
 
 
 
This excerpt taken from the WBMD 10-Q filed Aug 9, 2006.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 
 
 
 
This excerpt taken from the WBMD 10-K filed Mar 16, 2006.
We may not be able to raise additional funds when needed for our business or to exploit opportunities
 
Our future liquidity and capital requirements will depend upon numerous factors, including the success of the integration of our businesses, our existing and new applications and service offerings, competing technologies and market developments, and potential future acquisitions. We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.
 

EXCERPTS ON THIS PAGE:

8-K
Jul 2, 2009
10-Q
May 11, 2009
10-K (2 sections)
Feb 27, 2009
10-Q
Nov 10, 2008
10-Q
Aug 11, 2008
10-Q
May 12, 2008
10-K (2 sections)
Feb 29, 2008
10-Q
Nov 9, 2007
10-Q
Aug 9, 2007
10-Q
May 10, 2007
10-Q
May 10, 2007
10-Q
May 10, 2007
10-K
Mar 2, 2007
10-Q
Nov 13, 2006
10-Q
Aug 9, 2006
10-K
Mar 16, 2006

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