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
June 18, 2008
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)) |
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Item 2.04. |
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement |
To the extent required by Item 2.04 of Form 8-K, the information contained in Item 8.01 of
this Current Report is incorporated by reference herein. As more fully set forth in Item 8.01,
HLTH believes that there has not been a triggering event that would accelerate the maturity of its
31/8% Convertible Notes due September 1, 2025.
On June 18, 2008, HLTH Corporation issued a press release announcing that on June 18, 2008,
HLTH received a letter from a law firm purporting to represent certain purported holders of HLTHs
31/8% Convertible Notes due 2025 (the 31/8% Notes) enclosing a purported notice of default (the
Notice Letter). The Notice Letter, which was also sent to the Indenture Trustee, expresses the
view that a default under the Indenture for the 31/8% Notes has occurred because of (i) HLTHs stated
intention not to issue a change-of-control notice to the Notes holders in connection with the
proposed merger (the Proposed Merger) of HLTH and WebMD Health Corp. (WHC), and (ii) HLTHs
stated intention not to adjust the 31/8% Notes conversion rate under Section 10.06(c) of the
Indenture following the proposed merger.
HLTH believes that the Notice Letter is without merit and defective for several reasons
including, without limitation, the following:
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the Proposed Merger will not constitute a change of control under the Indenture
because WHC is a majority-owned subsidiary of HLTH, and the Indenture expressly
excludes mergers between HLTH and any of its subsidiaries from the
change-in-control definition; |
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the Proposed Merger will not trigger a conversion-rate adjustment under Section
10.06(c) of the Indenture because: Section 10.06(c) applies specifically to
distributions, not to merger consideration, even if it is paid in cash; and the
Notes holders will be entitled to a conversion-rate adjustment under Section 10.13
of the Indenture which, unlike Section 10.06(c), explicitly provides the mechanism
for adjusting the conversion rate in the event of a merger, including for merger
consideration paid in cash; and |
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any notice of default related to the Proposed
Mergers effect on the 31/8% Notes is
premature under the Indentures terms because HLTH continues to
be in compliance with its obligations under the terms of the
Indenture. |
HLTH believes that it is not in default under the Indenture and will vigorously contest any
attempt to declare an event of default under the Indenture based on the allegations set forth in
the Notice Letter. HLTH does not expect the Notice Letter to affect its ability to complete the
Proposed Merger or the timing thereof.
A copy of the press release issued by HLTH regarding receipt of the Notice Letter is filed as
Exhibit 99.1 to this Current Report and is incorporated herein by reference. In addition, the
following are incorporated by reference into this Item 8.01 pursuant to General Instruction B.3 of
Form 8-K:
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the description of the 31/8% Notes contained under the heading Description of Notes in
the Prospectus included in our Registration Statement on Form S-3 (No. 333-130484) filed on
December 20, 2005; |
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the Indenture for the 31/8% Notes, a copy of which was filed as Exhibit 4.1 to Amendment
No. 1, filed on November 9, 2005, to our Current Report on Form 8-K dated August 3, 2005; |
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the description of HLTHs 1.75% Convertible Subordinated Notes due 2023 contained under
the heading Description of Notes in the Prospectus included in Post-Effective Amendment
No. 2, filed on November 12, 2004, to our Registration Statement on Form S-3 (No. 333-
110629); and |
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the Indenture for HLTHs 1.75% Convertible Subordinated Notes, a copy of which was filed
as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30,
2003. |
Additional Information About the Proposed Merger and Where to Find It:
In connection with the proposed Merger, HLTH and WHC expect to file, with the SEC, a proxy
statement/prospectus as part of a registration statement regarding the proposed transaction.
Investors and security holders are urged to read the proxy statement/prospectus because it will
contain important information about HLTH and WHC and the proposed transaction. Investors and
security holders may obtain a free copy of the definitive proxy statement/prospectus and other
documents when filed by HLTH and WHC with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com.
Investors and security holders are urged to read the proxy statement/prospectus and other relevant
material when they become available before making any voting or investment decisions with respect
to the Merger.
Participants in the Merger
HLTH, WHC, 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 WHC and their respective
interests in the proposed transactions will be set forth or incorporated by reference in the proxy
statement/prospectus that HLTH and WHC will file with the SEC in connection with the proposed
transaction. Information about the directors and executive officers of HLTH is available in Item 10
of HLTHs Annual Report on Form 10-K for the Year Ended December 31, 2007, included in an Amendment
to that Form 10-K filed with the SEC on April 29, 2008. Information about the directors and
executive officers of WHC is available in Item 10 of WHCs Annual Report on Form 10-K for the Year
Ended December 31, 2007, included in an Amendment to that Form 10-K filed with the SEC on April 29,
2008. Investors may obtain additional information regarding the interests of such participants by
reading the proxy statement/prospectus when it becomes available.
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All
statements contained in this Current Report, other than statements of
historical fact, are forward-looking statements, including those regarding:
the proposed merger transaction between HLTH and WHC (the Proposed Merger) and
the effect of the Proposed Merger on the 31/8%
Notes under the terms of the Indenture. These statements speak only as of the date
of this Current Report, are based on our current plans and expectations, and 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: changes in economic, political or regulatory conditions or other trends
affecting the healthcare, Internet, information technology and
plastics industries. Further information about these matters can be
found in our Securities and Exchange Commission filings. In addition, there
can be no assurance regarding: whether HLTH and WHC will be able to complete
the Proposed Merger or as to the timing of such transaction; or how the allegations
set forth in the Notice Letter may ultimately be resolved in possible litigation. 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.
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Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is filed herewith:
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Exhibit |
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Description |
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99.1 |
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Press Release, dated June 19, 2008, regarding HLTHs receipt of Notice Letter |
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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: June 19, 2008 |
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
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Exhibit |
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Description |
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99.1
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Press Release, dated June 19, 2008, regarding HLTHs receipt of Notice Letter |