WebMD Health (WBMD)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On October 30, 2009, Anthony Vuolo, Chief Operating Officer of WebMD Health Corp., was appointed to the additional position of Chief Financial Officer. Mr. Vuolo replaced Mark D. Funston, who left the company on that date to pursue other opportunities. Pursuant to General Instruction B.3 of Form 8-K, the following is incorporated by reference in this Item 5.02 from the Joint Proxy Statement/Prospectus filed by WebMD with the Commission pursuant to Rule 424(b)(3) on September 15, 2009 (Registration No. 333-160530):

	•		the biographical information regarding Mr. Vuolo contained under the caption “WebMD Directors and Executive Officers”; and
	•		the description of the employment agreement between WebMD and Mr. Vuolo contained under the caption “WebMD Executive Compensation — Employment Agreements with the WebMD Named Executive Officers — Anthony Vuolo.”

     In connection with Mr. Vuolo becoming Chief Financial Officer of WebMD, he was granted 44,000 shares of restricted WebMD Common Stock on November 3, 2009, 25% of which is scheduled to vest on each of the first four anniversaries of the date of grant. Pursuant to the terms of WebMD’s Amended and Restated 2005 Long-Term Incentive Plan, the vesting of the restricted stock will be accelerated, in the event of termination of Mr. Vuolo’s employment as a result of death or permanent disability, to the date of such termination. In addition, vesting will be accelerated to the date of termination if, following a change in control of WebMD:

	•		his employment is terminated by WebMD without cause or by him for good reason (which, for this purpose, does not include a reduction in his title or responsibilities); or
	•		he voluntarily resigns at any time after 12 months following the change in control.

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.

Item 2.02. Results of Operations and Financial Condition

     On November 3, 2009, WebMD Health Corp. issued a press release announcing its results for the quarter ended September 30, 2009. 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” and is also Annex to Exhibit 99.5 (described below). 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.

     As previously disclosed, the merger of HLTH Corporation and WebMD (the “Merger”) was completed on October 23, 2009. The Merger constitutes a “reverse merger” for accounting purposes, with HLTH being treated as the acquiror. Accordingly, the pre-acquisition consolidated financial statements of HLTH will be treated as the historical financial statements of WebMD going forward and will be included in WebMD’s Annual Report on Form 10-K for the year ending December 31, 2009. However, since the Merger was completed after the end of the third quarter, the financial statements in WebMD’s Quarterly Report on Form 10-Q for that quarter will relate only to WebMD and WebMD’s historical financial statements will be the historical financial statements for purposes of that filing.

     Financial tables reporting HLTH’s results for the quarter ended September 30, 2009 are attached as Exhibit 99.5 to this Current Report. Exhibit 99.5 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. WebMD intends to file the unaudited consolidated financial statements of HLTH for the three- and nine-month periods ended September 30, 2009 and September 30, 2008 as an amendment to the Current Report on Form 8-K filed by WebMD on October 26, 2009 regarding completion of the Merger.

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.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits. The following exhibits are furnished herewith:

Exhibit
Number		Description
99.1		Press Release, dated November 3, 2009, regarding the Registrant’s results for the quarter ended September 30, 2009
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 and to Exhibit 99.5
99.5		Financial Tables regarding HLTH Corporation’s results for the quarter ended September 30, 2009

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.

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press Release, dated November 3, 2009, regarding the Registrant’s results for the quarter ended September 30, 2009
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 and to Exhibit 99.5
99.5		Financial Tables regarding HLTH Corporation’s results for the quarter ended September 30, 2009

Item 1.01.		Entry into a Material Definitive Agreement

     To the extent required by Item 1.01 of Form 8-K, Item 5.02 of this Current Report is incorporated by reference in this Item 1.01.

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

          WebMD Health Corp., HLTH Corporation (which owns approximately 83.3% of the outstanding capital stock of WebMD) and Martin J. Wygod have entered into an amendment, dated as of July 9, 2009 (the “Letter Amendment”), to the Employment Agreement, dated August 3, 2005 (as amended through July 9, 2009, the “Employment Agreement”), between HLTH and Mr. Wygod. Mr. Wygod currently serves as both Chairman of the Board and Acting Chief Executive Officer of HLTH and as Chairman of the Board of WebMD and is an executive officer of both HLTH and WebMD. The Letter Amendment provides, among other things, that Mr. Wygod will serve as Chairman of the Board of WebMD following consummation of the proposed merger of HLTH and WebMD and will remain an executive officer of WebMD. A copy of the Letter Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02 in its entirety. In addition, pursuant to General Instruction B.3 of Form 8-K, we are incorporating by reference the descriptions of the Employment Agreement and the Letter Amendment contained in the Registration Statement on Form S-4 filed by WebMD on July 10, 2009 under the captions “The Merger — Interests of Certain Persons in the Merger — Employment Arrangements — Martin J. Wygod” and “WebMD Executive Compensation — Employment Agreements with the WebMD Named Executive Officers — Martin J. Wygod.”

Additional Information About the Proposed Merger of HLTH and WebMD and Where to Find It:

     In connection with the proposed merger of HLTH and WebMD, HLTH and WebMD have filed, with the SEC, a preliminary proxy statement/prospectus as part of a registration statement regarding the proposed merger. Investors and security holders are urged to read the preliminary proxy statement/prospectus because it contains important information about HLTH and WebMD and the proposed transaction. Investors and security holders may obtain a free copy of the preliminary proxy statement/prospectus at www.sec.gov or www.hlth.com or www.wbmd.com and may obtain a free copy of the definitive proxy statement/prospectus at the same Web sites when it is filed. Investors and security holders are urged to read the definitive proxy statement/prospectus and other relevant material before making any voting or investment decisions with respect to the merger.

Participants in the Merger:

     HLTH, WebMD, their directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of HLTH and WebMD and their respective interests in the proposed transactions has been set forth or incorporated by reference in the preliminary proxy statement/prospectus that HLTH and WebMD have filed with the SEC in connection with the proposed transaction.

Item 9.01. Financial Statements and Exhibits

          (d) Exhibits. The following exhibit is filed herewith:

Exhibit
Number		Description
10.1		Letter Amendment, dated as of July 9, 2009, among HLTH Corporation, WebMD Health Corp. and Martin J. Wygod

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.

EXHIBIT INDEX

Exhibit
Number		Description
10.1		Letter Amendment, dated as of July 9, 2009, among HLTH Corporation, WebMD Health Corp. and Martin J. Wygod

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     At the 2008 Annual Meeting of Stockholders of WebMD Health Corp. held on December 10, 2008, stockholders of WebMD approved an amendment (which we refer to as the “Plan Amendment”) to WebMD’s Amended and Restated 2005 Long-Term Incentive Plan (which we refer to as the “WebMD 2005 Plan”). The Plan Amendment increased the total number of shares of WebMD Class A Common Stock issuable under the WebMD 2005 Plan by 5,500,000 shares, to a total of 14,500,000 shares. On November 5, 2008, WebMD filed a Proxy Statement relating to its 2008 Annual Meeting of Stockholders (which we refer to as the “WebMD 2008 Proxy Statement”). To the extent required by Item 5.02 of Form 8-K, the disclosures regarding the WebMD 2005 Plan and the Plan Amendment contained in “Proposal 2” in the WebMD 2008 Proxy Statement and the copy of the WebMD 2005 Plan attached as Annex A to the WebMD 2008 Proxy Statement are incorporated by reference into this Current Report pursuant to General Instruction B.3 of Form 8-K. WebMD is a publicly traded subsidiary of HLTH Corporation.

     Following the approval of the Plan Amendment, WebMD made a broad-based grant to its directors, officers and employees, on December 10, 2008, of equity awards under the WebMD 2005 Plan, pursuant to which:

	•		options to purchase a total of approximately 5.3 million shares of WebMD Class A Common Stock were granted, with an exercise price of $23.61 per share (the closing price of WebMD Class A Common Stock on the Nasdaq Global Select Market on the date of grant); and
	•		a total of approximately 530,000 shares of restricted WebMD Class A Common Stock were granted.

Both the options and the shares of restricted stock granted by WebMD to its officers and employees are scheduled to vest as follows: 25% on March 31, 2010; 25% on March 31, 2011; 25% on March 31, 2012; and 25% on March 31, 2013. WebMD’s outside directors were not granted restricted stock and the options granted to them are scheduled to vest 25% per year, on each of the first four anniversaries of the date of grant.

     In connection with the grants made on December 10, 2008 to Wayne Gattinella, Chief Executive Officer of WebMD, his employment agreement with WebMD is being amended to set forth certain terms applicable to such grants, including:

	•		he may resign any time after the first anniversary of the occurrence of a Change of Control of HLTH or a Change of Control of WebMD (which are defined not to include a transaction between HLTH and WebMD), in which case the options granted to him on December 10, 2008 will continue to vest and remain outstanding through the second anniversary of the Change of Control and the portion of the restricted stock grant that would have vested through the second anniversary of the Change of Control will accelerate to the date of termination, subject to the terms of the employment agreement; and
	•		if his employment is terminated by the Company without Cause or by him for Good Reason following the Change of Control, the options and restricted stock granted to him on December 10, 2008 will be treated in the same manner as described above.

In connection with the grants made on December 10, 2008 to Anthony Vuolo, Chief Operating Officer of WebMD, his employment agreement with WebMD is being amended in the same manner as described above with respect to Mr. Gattinella. In addition, the employment agreement between HLTH and Mark Funston, Chief

Financial Officer of each of HLTH and WebMD, is being amended to provide that so long as he serves as an employee of either HLTH or WebMD, he shall not be eligible for the severance specified in the agreement.

     The employment agreements with Messrs. Gattinella, Vuolo and Funston and other executive officers of WebMD are also being amended in a manner that is intended to bring the provisions in those agreements relating to severance payments and other post-termination compensation into compliance with Section 409A of the Internal Revenue Code and the final regulations thereunder. As previously disclosed, HLTH and WebMD do not offer any deferred compensation plans and do not offer any retirement plans, other than 401(k) plans generally available to employees.

     The employment agreements with Messrs. Gattinella, Vuolo and Funston, prior to the amendments described above, were described in the WebMD 2008 Proxy Statement under the heading “Executive Compensation — Employment Agreements with Named Executive Officers” and, to the extent required by Item 5.02 of Form 8-K, those descriptions are incorporated by reference into this Current Report pursuant to General Instruction B.3 of Form 8-K.

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.

Item 2.05.		Costs Associated with Exit or Disposal Activities

     As announced at our Annual Meeting of Stockholders held on December 10, 2008, we expect to incur a restructuring charge for cash severance costs in the fourth quarter of 2008 of approximately $2.5 million. As a result of our completion of the integration of prior acquisitions and efficiency gains from technology implementation, we are reducing our workforce by approximately 4% to 5%. We believe this will allow us to better allocate resources within our company going forward.

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.

Item 1.02. Termination of a Material Definitive Agreement

     On November 18, 2008, the parties to the Agreement and Plan of Merger (the “MTS Merger Agreement”), dated September 12, 2008, by and among WebMD Health Corp., Charlotte’s Corporation (a wholly owned subsidiary of WebMD) and Marketing Technology Solutions Inc. agreed to terminate the MTS Merger Agreement pursuant to the terms of a termination agreement (the “Termination Agreement”). On November 19, 2008, WebMD issued a press release regarding the Termination Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report and which is incorporated herein by reference. A description of the terms of the MTS Merger Agreement was included in Item 1.01 of the Current Report on Form 8-K filed by WebMD on September 15, 2008 and, to the extent required by Item 1.02 of Form 8-K, that description is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

          The following exhibit is filed herewith:

Exhibit
Number		Description
99.1		Press Release, issued by WebMD Health Corp. on November 19, 2008, regarding the Termination Agreement

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.

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press Release, issued by WebMD Health Corp. on November 19, 2008, regarding the Termination Agreement

Item 2.02. Results of Operations and Financial Condition

     On October 30, 2008, we issued a press release announcing our results for the quarter ended September 30, 2008. 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.

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.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

          The following exhibits are furnished herewith:

Exhibit
Number		Description
99.1		Press Release, dated October 30, 2008, regarding the Registrant’s results for the quarter ended September 30, 2008 and other matters
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

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.

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press Release, dated October 30, 2008, regarding the Registrant’s results for the quarter ended September 30, 2008 and other matters
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